DIRECTORS’ REPORT
The Directors are pleased to present the 24th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2018.
FINANCIAL RESULTS
(Rs in Lacs)
Sr.
No
|
PARTICULARS
|
YEAR ENDED
|
31.03.2018
|
31.03.2017
|
1.
|
Sales
|
16.43
|
4.33
|
2.
|
Profit before Interest & Depreciation
|
2080.73
|
1295.49
|
3.
|
Interest
|
0
|
0
|
4.
|
Depreciation
|
18.51
|
18.51
|
5.
|
Profit Before Tax & Extra-ordinary items
|
2062.22
|
(1313.99)
|
6.
|
Tax Provision (Net of Deferred Tax)
|
0
|
0
|
7.
|
Profit After Tax
|
2062.22
|
(1313.99)
|
8.
|
Extra-Ordinary Items
|
0
|
0
|
9.
|
Profit available for Appropriation
|
2062.22
|
(1313.99)
|
10
|
Balance carried to Balance Sheet
|
2062.22
|
(1313.99)
|
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was INR 16.43 Lacs as against last year’s 4.33 Lacs. The increase is attributable to added yield in mango production. The operations of the company have been minimal during the year. However, your company is also contemplating putting the land to alternate use to enhance business.
Also, the company sold some investments there by making an additional profit of INR 2144.50 Lacs during the year.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Ashok R Majethia, & Co. Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2017-18.
DEPOSITS
Your company has not accepted any fixed deposits during the year under review.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant to Section 152 of the Companies Act 2013, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.
AUDITORS
At the Annual General Meeting held on August 24th 2017, M/s Ashok R Majethia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office till the conclusion of next 6th the Annual General Meeting of the Company.
AUDITORS’ REPORT
The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
M/s Neha P Agrawal, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee, the stakeholders’ relationship committee, the nomination & remuneration committee, Risk Management Committee, & Whistle Blower Committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:
Name of the Committee
|
Composition of the Committee
|
Highlights of Duties, responsibilities and activities
|
Audit Committee
|
K. G Iyer-Chairman Shrirang Agrawal, Akash Kagliwal
|
- All recommendations made by the Audit Committee during the year were accepted by the Board.
- In accordance with the requirements of the
|
|
|
Listing Agreement, The Company has formulated policies on related party transactions.
|
Stakeholders’
Relationship
Committee
|
K. G Iyer-Chairman Shirang Agrawal, Akash Kagliwal
|
- The Committee reviews and ensures redressal of investor grievances.
- The Committee noted that all the grievances of the investors have been resolved during the year.
|
|
Nomination and
Remuneration
Committee
|
Shrirang Agrawal-
Chairperson
K. G. Iyer,
Akash Kagiwal
|
- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
- To carry out evaluation of every Director’s performance.
|
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 9 to the standalone financial statement).
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31st March, 2018 and of the profits of the company for that period.
iii. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
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 operation efficiently.
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Rep°rt.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to
INSURANCE
All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.
For and on behalf of the Board of Directors
30th May 2018
Registered Office:
Nath House,
Nath Road, Managing Director
Aurangabad-431005 Akash Kagliwal
DIN: 01691724
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