To,
The Members,
The Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board’s Report shall be prepared based on the stand alone financial statements of the company.
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Particulars
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Financial Year ended (in Rupees)
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31st March, 2016
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31st March, 2015
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Total Income
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20,16,20,510
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11,12,50,007
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Total Expenditure
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20,77,46,195
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10,71,60,923
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Profit/ (Loss) before tax
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(12,33,217)
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40,89,084
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Profit/ (Loss) after tax
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(8,52,153)
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33,30,628
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Paid-up Share Capital
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7,02,05,000
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7,02,05,000
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Reserves and Surplus
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(93,57,639)
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(82,05,489)
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Operations
The total Income of the Company during the year under review was Rs. 2016.21 Lacs against Rs. 1112.50 Lacs in the previous year. There was increase in the Income from the last financial year. The Company made a loss after tax of Rs. 8.52 Lacs as against profit of 33.31 Lacs in the previous year. Your Directors are putting in their Best efforts to improve the performance of the Company.
The Basic and Diluted earnings per share (EPS) computed in accordance with the Accounting Standard-20 issued by the Institute of Chartered Accountant of India was (0.12) Per share respectively as against 0.47 per share (basic and diluted) for the previous Year.
Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future. The company is doing reasonable growth and development.
2. Dividend
There was no dividend declared and paid last year by the Company.
3. Share Capital
A. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES
No Bonus Shares were issued during the year under review.
D. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
4. Directors and Key Managerial Personnel
In accordance with the provision of Section 152 of the Companies Act 2013 and the company Articles of Association, Ms. Khusbhoo Agarwal, Director, retires by rotation and being eligible, offer herself for reappointment at the ensuing Annual General Meeting. Necessary resolution seeking the approval of the shareholder for the reappointment of Ms. Khushboo Agarwal forms parts of the notice convening the Annual general Meeting.
5. Particulars of Employees
The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.
6. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
7. Declaration by an Independent Director(s) and re- appointment
The Company has complied with the provisions of section 149 of Companies Act, 2013
8. Remuneration Policy
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is applicable to the Company and hence the Company has devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
9. Auditors:
The Auditors, M/s V.N. Purohit & Co., Chartered Accountants, re-appoint by ratification at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for next AGM for a period of 2016-2017 from the conclusion of this Annual General Meeting [AGM] till the conclusion of 39th AGM.
10. Auditors’ Report
The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
11. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company.
12. 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 Mr. Amit Kumar Prop. of M/s Kumar A & Associates, a Company Secretary in practice to undertake the Secretarial Audit of the Company
13. Internal Audit & Controls
The Company appointed Internal Auditor and during the year, the Company continued to implement their suggestions and recommendations for improvements. Their scope of work includes review of operational efficiency, effectiveness of system and processes.
14. Risk management policy
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting .Risk Management Policy is a part of this Annual Report as ANNEXURE I.
15. Extract Of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II .
16. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
17. Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
18. Particulars of loans, guarantees or investments under section 186
The Company has not made any Loans, given Guarantees in relation to loan or made any investment under section 186 of Companies Act, 2013.
19. Particulars of contracts or arrangements with related parties: Not Applicable
20. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016. The financial statement have been prepared in Compliance with the requirements of the Companies Act, 2013 guidelines issued by Securities and Exchange Board of India (SEBI) and Generally Accepted Accounting Principles(GAAP) in India. Our Management accepts the responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and Judgment’s used therein. The estimates and Judgment’s relating to the financial statements have been made on prudent and reasonable basis, so that the financial statement reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs , Profits and cash flows for the year.
21. 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 a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
22. Vigil Mechanism :
The Board of Directors have established Vigil Mechanism which provides for a formal mechanism to all Directors and employees of the Company to approach the Management of the Company and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct.
23. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.
Foreign exchange earnings and Outgo
There was no foreign exchange inflow or Outflow during the year under review.
24. Human Resources
Company treats its “human resources” as one of its most important assets.
Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.
25. Directors’ Responsibility Statement
The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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 and of the profit and loss 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; and
(e) 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.
26. Transfer of Amounts to Investor Education and Protection Fund
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).
27. Corporate Governance
Clause 49 of the listing agreement in relation to Corporate Governance is applicable to the Company and the Company is complying with the provisions of Clause 49 of the Listing Agreement.
28. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Sd/- Sd/-
PLACE: DELHI Director Director
DATE: 05/09/2016 Khusbhoo Agarwal Ankit Agarwal
DIN - 06792261 DIN - 05254327
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