Mar 31, 2016
DIRECTOR''S REPORT
The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
Financial Summary or performance of the company: STANDALONE CONSOLIDATED
PARTICULARS |
YEAR ENDED 31.03.2016 |
YEAR ENDED 31.03.2015 |
YEAR ENDED 31.03.2016 |
Revenue from operations |
33,023,456 |
2,16,95,877 |
63,943,456 |
Revenue from Other Income |
1,010,096 |
8,572 |
1,445,595 |
Total Income |
34,033,552 |
21,704,449 |
65,389,051 |
Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation |
3,575,780 |
3,70,478 |
5,298,686 |
Less: Financial expenses |
3,512,645 |
26,722 |
3,606,668 |
Operating profit before Preliminary expenses, Depreciation & Taxation |
63,135 |
3,43,756 |
1,692,018 |
Less: Depreciation & Preliminary expenses written off |
14,231 |
- |
758,818 |
Profit before Taxation |
48,904 |
3,43,756 |
933,200 |
Less : Provision for Taxation Current Tax |
600,000 |
2,40,000 |
1,372,700 |
Short/(Excess) tax provision for earlier years |
16,480 |
13,237 |
16,480 |
Deferred Tax |
6,310 |
- |
(47,016) |
Profit after Taxation |
(573,886) |
90,519 |
(408,964) |
Add: Charge pursuant to the adoption of revised Schedule II |
- |
- |
- |
Add: Charge on account of transitional provisions under AS 15 |
- |
- |
- |
Add: Balance brought forward |
- |
- |
- |
Profit available for appropriation |
- |
90,519 |
- |
1. Review of Operations:
The performance of the company during the year was satisfactory. The year under review is the year of big leap for the company in terms of better future growth and stability in profit. The company during the year has posted a Turnover of Rs. 3,40,33,552 as against Rs. 2,17,04,449 during the previous year and an consolidated Turnover of Rs. 6,53,89,051. The year under review was the year of consolidation for future growth. As the revenue of the company has increased by 52.21% as compare of previous year but simultaneously the profit after tax of company has came in negative of (Rs. -573,886) which were positive previous year due to Finance cost to company. As this year is a year of slight recovery for real estate business in India, the government of India is now paying considerable interest in policy liberalizations, simplification of approval process, more tax benefit for home loan interest and others because of that new hope has been pumped in this sector and it is expected that in future more such effort will help to rejuvenate this sector. As various new things are in line in this sector and government vision of affordable housing to all, it seems that real estate sector is going to perform well in future.
The company with an eye in future has taken some drastic steps to ensure to reap the benefit of boom in this sector in future like your company has made full acquisition two companies viz New Tech Infrastructure Private Limited and Nocil Infrastructure Limited and made them its Wholly Owned Subsidiaries. These two companies have expertise in different areas and now being a Wholly Owned Subsidiaries the company will be able to perform better in future.
2. Dividend
In view of investment in subsidiaries and loss after tax during the financial year 2015-16, your directors do not recommend any dividend for the year.
During the year the company has made heavy investment hence because of that finance cost has increase considerable and even after good turnover as compare to previous year, after tax profit figure comes in negative hence In order to conserve resources for the operating business and in order to improve the performance the company, your director recommended do not recommend any dividend for the financial year 2015-16.
3. Reserves
As there is no after tax profit for the company hence no amount to transfer to reserve of the company for the year under review.
4. Matters Related To Directors And Key Managerial Personnel:
A. Composition of the Board:
The composition of the Board is in conformity with Company Act, 2013 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors with at least one woman Director and at least 1/3 of the Board should consist of independent Directors. As on 31st March, 2016 the Board comprised six Directors including one Woman and independent Directors. The board comprised six directors including one woman independent director two independent director.
B. Changes in Directors and Key Managerial Personnel:
During the year under review, the Mr. Bohman Jamshed Irani has been appointed as a director in the company from 22nd July, 2015 with the consent of Board of Directors, Mr. Bohman Irani is an renowned public figure and have lots of credibility in an market he also have experience in an real estate sector and wanted to pursue his interest in this sector by composite development of company and his own. By his inclusion in the board, the board of director is confident that company will be able to reap the benefit of experience and expertise. During the year Mr. Tabrez Shaikh had resigned from the Company and The Board had accepted his resignation and appreciated his services during his tenure.
Above appointment has been done after recommendation of appointed person by the Nomination and Remuneration Committee of the company and as per applicable qualification per given in Companies Act, 2013. Stock exchange has been intimated properly from time to time any such appointment and resignation.
The Company is controlled and managed by Mr.Naresh Keshrimal Mehta as Managing Director of the Company , Mr.Dilipkumar Keshrimal Mehta as Director and Chief Finance Controller of the Company and Mr.Ankush Nareshkumar Mehta as Director of the Company.
C. Director''s attendance record and details of Directorships Positions held:
Name of Director |
Designation & Category of Directorship |
No. of Board Meeting attended |
NARESH KESHRIMAL MEHTA |
Managing Director |
6 |
ANKUSH NARESHKUMAR MEHTA |
Non-Executive Director |
6 |
RAJEN BACHUBHAI MEHTA |
Non-Executive Independent Director |
6 |
VARISHA RAMESH KANUNGO |
Non-Executive Independent Director |
6 |
BOHMAN JAMSHED IRANI |
Non-Executive Independent Director |
5 |
DILIP KESHRIMAL MEHTA |
Executive Director and Chief Financial Officer |
6 |
TABREZ SHAIKH* |
Non-Executive Independent Director |
0 |
* Resigned from the company
Declaration by an Independent Director(s) and re- appointment:
The company during the year under review has taken a declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
The company has three Independent Director of its as a set of Practice Company used to take declaration of Independence from Independent Director in the first board meeting of directors after their appointment and in every first board Meeting of the Financial Year. An independent director who has been appointed in last AGM shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company.
5. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and pursuant of Regulation of Listing Obligation and Disclosure Requirement, the Board, in consultation with Internal Auditor, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.
6. Number of meetings of the Board of Directors:
During the year under review company have Six Board Meetings as on 30th May, 2015; 22nd July, 2015; 13th August, 2015; 29th August, 2015; 6th November, 2015; 5th February, 2016 and Four Audit committee meeting 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.
A. Board Committees:
The Board of Directors has constituted three Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Grievance Committee and Committee of Board of Directors. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors. Detailed particulars relating to the above Committees have been furnished in Corporate Governance for the year ended 31 March 2016.
7. Remuneration Policy:
The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013. The Remuneration Policy is stated in the Corporate Governance Report.
8. Deposits:
During the year under review your company has not accepted any deposit. Hence the provision for disclosure of the information relating to deposit is not applicable on company for the financial Year under review.
9. 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 change and commitment affecting the financial position of the company have occurred between the end of the financial year (FY 16) of the company to which the financial statement related and the date of this Board Report.
10. Details of 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 the any regulators or courts or tribunals impacting the going concern status and company''s operation in future as the company believe in high compliance standard Hence the chances of any non compliances and any mishap is very less.
11. Details of Subsidiary/Joint Ventures/Associate Companies:
Company during the year under review has made considerable investment in equity shares of New?Tech Infrastructure Private Limited and Nocil Infrastructure Limited and has made them his Wholly Owned Subsidiary (WOS). The company expects due to alignment of skill, resources and capital of these companies better growth result would come for the company.
12. Subsidiary Companies and Consolidated Financial Statements:
The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of Section 136 of the Companies Act, 2013 (''the Act''), financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.
13. 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 statements in terms of the provisions of Section 134(3)© of the Companies Act, 2013 that :
A. In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made 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
C. Proper and sufficient care has been taken for 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;
D. The annual financial statements have been prepared on a going concern basis;
E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and
F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively.
14. Share Capital:
The Issued, Subscribed and Paid Up equity share capital of the company as on March 31, 2016 was Rs. 53,068,000. Each equity shares is fully paid up. During the year under review the company has not issued shares with differential voting right nor granted stock option nor sweat equity.
15. Extract of the annual return:
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2015 is annexed herewith as Annexure II and forms an integral part of this Report.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo during the year under review are as below: As the company business is totally situated in within the national boundaries and no agreement for purchase or sale done with any foreign parties. Hence for the year under review company has no foreign exchange earnings or expenses.
17. Corporate Social Responsibility:
During the year under review company has not exceeds any of the limit prescribed in section 135 Hence the company does not require to comply with provision Corporate Social Responsibility nor required to make any provision of expenses for CSR activities given in Schedule VII of the Companies Act, 2013.
18. Details of establishment of vigil mechanism for directors and employees :
The Company has a vigil mechanism named Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
19. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.
20. Particulars of loans, guarantees or investments under section 186:
During the year under review the company has provided Short Term Loan to its newly made Wholly Owned Subsidiary of Rs. 29,756,844 as investment is made to Wholly Owned Subsidiary hence section 186(3) is not applicable to such loan and advances. Except this loan company has not provided any short or long term loan and advances, Guarantee or securities, or made investment in any body corporate or any other person as defined in section 186 of Companies Act, 2013.
21. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure I There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
Details of transactions with Related Parties are given in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
22. Particulars of Employees:
The information required pursuant to Section 197 of the Companies Act, 2013 (''the Act'') read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.
23. Statutory Auditors:
The company auditor M/S. D. Kothary & Co. Chartered Accountants has been appointed as a company statutory auditor for five Annual General Meeting at last year subject to ratification of member at each AGM.
Pursuant to the provision of section 139 to 143 of the Companies Act, 2013 read with the rules of the Companies (Audit and Auditors) Rules, 2016, The Audit Committee and the Board have recommended their ratification of the Auditor for upcoming Annual General Meeting of the company as such remuneration plus service tax, out of pocket expenses, traveling expenses as may be mutually agreed between the Board of Director of the Company.
24. Auditors'' Report:
Pursuant to the provisions of Section 139 to 143 of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2015, the Board of Directors had appointed M/S. D. Kothary & Co. Charted Accountants to undertake the Statutory Audit of the Company for the financial year 2015-2016. The Report of the Statutory Auditor is annexed herewith in Annual Report and forms an integral part of this Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his Statutory Audit Report.
25. 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, 2015, the Board of Directors had appointed M/s. Paresh D Pandya & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-2016. The Report of the Secretarial Auditor is annexed herewith as Annexure III and forms an integral part of this Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in his Secretarial Audit Report.
26. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:
The company has an adequate Internal Control System, Commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit (IA) function outsources to M/S. Chaturvedi & Patel, Chartered Accountants as of current is well defined in the engagement letter of the internal auditor duly approved by the audit committee. To maintain its objectivity and Independence, the Internal Auditor report to the Audit Committee.
The Internal Auditor evaluates the adequacy of the internal control system in the company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure.
27. Audit Committee:
During the year under Review Company have Four Audit Committee Meetings as on 30th May, 2015; 13t August, 2015; 06th November, 2015; 05th February, 2016 The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. More than half of member of Audit committee is Independent Director. The Audit Committee has Independent Director as a Chairman.
The Audit Committee shall mandatorily review the following information:
(1) Management discussion and analysis of financial condition and results of operations;
(2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
(3) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(4) Internal audit reports relating to internal control weaknesses; and
(5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(6) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange.
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice.
Director''s attendance record of Audit committee
Sr. No. |
Name of Director |
Designation & Category of Directorship |
No. of Audit Committee Meeting entitled to attended |
No. of Audit Committee Meeting attended |
1 |
Mr. Rajen Mehta |
Non-Executive Independent Director |
4 |
4 |
2 |
Mr. Ankush Mehta |
Non-Executive Director |
4 |
4 |
3 |
Mr. Bohman Irani |
Non-Executive Independent Director |
3 |
3 |
4 |
Mr. TABREZ SHAIKH1 |
Non-Executive Independent Director |
1 |
0 |
(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
Director''s attendance record of Nomination and Remuneration Committee:
Sr. No. |
Name of Director |
Designation & Category of Directorship |
No. of Nomination and Remuneration Committee Meeting entitled to attended |
No. of Nomination and Remuneration Committee Meeting attended |
1 |
Mr. Rajen Mehta |
Non-Executive Independent Director |
1 |
1 |
2 |
Mr. Ankush Mehta |
Non-Executive Director |
1 |
1 |
3 |
Mr. Tabrez Shaikh* |
Non-Executive Independent Director |
1 |
1 |
* Resigned from the company A. Stakeholders Relationship Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. The Committee considers and resolves the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.
Director''s attendance record of Stakeholder Relationship Committee:
Sr. No. |
Name of Director |
Designation & Category of Directorship |
No. of Stakeholder Relationship Committee Meeting entitled attended |
No. of Stakeholder Relationship Committee Meeting attended |
1 |
Mr. Rajen Mehta |
Non-Executive Independent Director |
4 |
4 |
2 |
Mr. Ankush Mehta |
Non-Executive Director |
4 |
4 |
3 |
Mr. Dilip Mehta |
Executive Director |
4 |
4 |
29. Vigil Mechanism:
Vigil Mechanism policy has been introduced by the Board on the framework for reporting instances of unethical/improper conduct and action for suitable steps to investigate and correct the same. The Whistle blower policy which is under the ambit of Vigil Mechanism is an extension of the Company''s Code of Conduct through which the Company seeks to provide a mechanism for its employees, Directors, vendors or customers to disclose any unethical and / or improper practice(s) taking place in the Company for appropriate action and reporting. Through this policy the Company provides the necessary safeguards to all Whistle Blowers for making in good faith.
30. Disclosure under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:
Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants. While dealing with issues related to sexual harassment at the workplace towards any women employee''s secrecy will be maintained and no women employee will be subjected to any kind of harassment and other mean of in-convinces for raising and issue or pointing out unethical behavior. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological.
It is further reported that no women employee during the year under review has approach the management for having a sexual harassment complaint.
31. Risk management policy:
As a company during the year under review has pursuant to the requirement of regulation of the Listing Obligation and Disclosure Requirement, has constituted a Risk Management Policy. The details of the Policy are updated on company website and managerial employee of the company is properly informed about their role and responsibility as per this policy even they has been provide a formal training of how to identify the risk, actions need to be taken to mitigate the risk, risk avoidance technique etc.
32. Policy for determining Materiality:
In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company has adopted this policy for determination of materiality based on the criteria mentioned in the said regulation ("Material Information") and that the information has been and is being promptly forwarded to the Stock Exchange.
33. Policy on Preservation of Documents:
In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board has adopted this Policy for Preservation of Documents, as required under applicable regulations, adhering to the following mandatory provisions.
To determine preservation period for records/documents based on their reference value and legal requirements. The following aspects are considered while arriving at the preservation period:
1. Company''s own information retrieval needs (reference value)
2. Statutory requirements under respective statutes.
3. Litigation requirements
4. To ensure easy retrieval.
5. To ensure that unwanted records do not occupy storage space.
34. Policy for determining Materiality:
In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company has adopted this policy for determination of materiality based on the criteria mentioned in the said regulation ("Material Information") and that the information has been and is being promptly forwarded to the Stock Exchange.
35. Regulation 30(5)-Disclosure of events or information:
One or more Key Management Personnel would be authorized for the purpose of making disclosures to the Stock Exchanges under this Regulation and the contact details of such personnel shall be also disclosed to the stock exchange as well as on the website of the Company.
36. Archival Policy:
This Policy is framed in compliance of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("LODR Regulations") notification dated September 2, 2015 and other circulars as may be specified in this regard.
37. Listing on Stock Exchanges:
Pursuant to the Reg. 109 - SEBI (ICDR) Regulation - 2009 (amendment) and SEBI (Listing Obligations and Disclosure Requirements) Regulations - 2015 which were notified on September 2, 2015 with the objective of bringing the framework governing the regime of listed entities in line with the Companies Act, 2013 and as per LODR 2015, a new Listing Obligation and Disclosure Requirement was executed with BSE Limited. The Annual Listing Fee for the Financial Year 2016-17 has been duly paid within the stipulated time to BSE Limited.
38. Separate Meeting of Independent Directors:
During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR), met separately and discussed and reviewed, inter-alia, the performance of Non-Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non-Executive Directors.
They also assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting.
39. Corporate Governance Certificate:
As per Regulation 15 of Listing Obligation and Disclosure requirement all company who''s paid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore are not required to compile Corporate Governance regulations. As the company paid up Capital is less than Ten Crore hence company is exempted from such compliance and it does not need to furnish Corporate Governance Certificate as required.
40. Internal Financial Report:
The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.
41. Personnel:
The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued cooperation throughout the year.
42. Acknowledgements:
Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.
For and on behalf of the Board of Directors
Place: Mumbai Naresh K. Mehta Dilip K. Mehta
Date: 30th May 2016 (Managing Director) (Director & CFO)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 32nd Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. Financial Summary or performance of the company:
PARTICULARS YEAR ENDED YEAR ENDED
31.03.2015 31.03.2014
Revenue from operations 2,16,95,877 4,86,78,100
Revenue from Other Income 8,572 6,53,372
Total Income 2,17,04,449 4,93,31,472
Profit before Financial Expenses,
Preliminary expenses, Depreciation
and Taxation 3,70,478 14,78,257
Less: Financial expenses 26,722 43,349
Operating profit before Preliminary
expenses, Depreciation & Taxation 3,43,756 14,34,908
Less: Depreciation & Preliminary
expenses written off - -
Profit before Taxation 3,43,756 14,34,908
Less : Provision for Taxation *
Current Tax 2,40,000 6,50,000
Short/(Excess) tax provision
for earlier years 13,237 9,410
Deferred Tax  Â
Profit after Taxation 90,519 7,75,498
Add: Charge pursuant to the
adoption of revised Schedule II - -
Add: Charge on account of
transitional provisions under AS 15 - -
Add: Balance brought forward - -
Profit available for appropriation 90,519 7,75,498
1. Operations:
The year under review was the vear of consolidation for future growth.
The revenue of the company dropped by almost more than 60% because real
estate business situation as less new buyer are in market and selling
expenses is also very high. As the real estate business in India is
going on from a reformative stage, Government of India has proposed a
new Real estate bill which is under consideration in parliament,
Property rate in all metropolitan cities is either stable or falling,
due to high inflation and whole sale price index less money remained on
hand of buyer is also a cause for under performance of this sector. As
various new things are in line in this sector and government vision of
affordable housing to all, it seems that real estate sector is going to
perform well in future.
2. Dividend
During the year the company has managed to be in profit with a very
minimal amount of profit and due to that earning per share is also very
less hence In order to conserve resources for the operating business
and in order to improve the performance the company, your director
recommended to plough all the profit and do not recommend any dividend
for the financial year 2014-15
3. Reserves
The board of director of the company has decided to transfer all the
current profit earned by the company into reserve of the company for
consolidation of resources and to performance better in future.
4. Transfer To Reserve:
Your company proposed to transfer all profit which is Rs.90519 to the
General Reserve for the year under review.
5. Matters Related To Directors And Key Managerial Personnel:
During the year under review, the Ms. Varisha Ramesh Kanungo has been
appointed as a director in the company bv her inclusion the board have
a composition of Male and Female directors which will be helpful for
board of director to get divergent views on different topics apart from
that Mr. Dhananjay Digambar Pande who was associated with the company
since 2010 has resigned from the Directorship of the company due to
pre-occupation of other work the board of director has taken note to
his contribution which is very helpful.
The Board of Director has appointed Mr. Dilipkumar Keshrimal Mehta as a
Chief Financial Officer (CFO) who is considered-as a Key-Managerial
-personnel /KMP) of the company as per Companies Act, 2013. As Mr.
Dilipkumar Keshrimal Mehta has been associates with company since 2009
and due to his vast experience in financial sector and other expertise
he is considered as very desirable personnel for this post.
All such above appointment has been done after recommendation of
appointed person by the Nomination and Remuneration Committee of the
company and as per applicable qualification per given in Companies Act,
2013. Stock exchange has been intimated properly from time to time any
such appointment and resignation and other information as stipulated
under Clause 49 of the Listing Agreement.
Declaration by an Independent Directorlsl and re- appointment:
The company during the year under review has taken a declaration by an
Independent Director(s) that he/they meet the criteria of independence
as provided in sub-section (6) of Section 149 of the Companies Act,
2013.
The company has three Independent Director on its Board of Director as
a set of practice company used to take declaration of Independence from
Independent Director in the first board meeting of directors after
their appointment and in every first board Meeting of the Financial
Year. An independent director who has been appointed in last AGM shall
hold office for a term up to five consecutive vears on the Board of a
Company, but shall be eligible for reappointment for next five vears on
passing of a special resolution bv the Company.
6. Board Evaluation: *
Pursuant to the provisions of the Companies Act, 2013 read with the
Rules issued there under and Clause 49 of the Listing Agreement, the
Board, in consultation with Internal Auditor, had carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit
Committee and Nomination and Remuneration Committee. The Board of
Directors expressed their satisfaction with the evaluation process.
7. Number of meetings of the Board of Directors:
During the year under review 7 Board Meetings and 5 Audit committee
were convened and held, the details of which are given in the Corporate
Governance Report. The Intervening gap between the meetings w as within
the period prescribed under the companies act, 2013 and the Clause 49
of the Listing Agreement.
8. Remuneration Policy:
The Board, has, on the recommendation of the Nomination and
Remuneration Committee, framed and adopted a policy for selection and
appointment of Directors, Senior Management and their remuneration
pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement. The Remuneration Policy is stated in the
Corporate Governance Report.
9. Deposits:
During the year under review your company has not accepted any deposit.
Hence the provision for disclosure of the information relating to
deposit is not applicable on company for the financial Year under
review.
10. 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 change and commitment affecting the financial position of
the company have occurred between the end of the financial year (FY 15)
of the company to which the financial statement related and the date of
this Board Report.
11. Details of 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 the any regulators or
courts or tribunals impacting the going concern status and company's
operation in future as the company believe in high compliance standard
Hence the chances of any non compliances and any mishap is very less.
12. Details of Subsidiarv/Toint Ventures/Associate Companies:
A company has no subsidiary company/ Joint Venture/ Associates
Companies neither company is- subsidiary of any the company during the
year under review.
13. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
As the company does not have any of the subsidiary company/ Joint
Venture/ Associates Company hence this section is not applicable on
companv for the financial vear under review.
14. 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 statements in terms of the provisions of Section 134(3)(c) of
the Companies Act, 2013 that:
A. In the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
B. Such accounting policies as mentioned in the Notes to the financial
statements have been selected and applied consistently and judgments
and estimates have been made 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, 2015 and of the Profit of the Company for the year ended on
that date;
C. Proper and sufficient care has been taken for 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;
D. The annual financial statements have been prepared on a going
concern basis;
E. Proper internal financial controls had been laid down and followed
and that such internal financial controls are adequate and were
operating effectively; and
F. Proper systems to ensure compliance with the provisions of all
applicable laws were in places which were adequate and operating
effectively.
15. Share Capital:
The paid up equity share capital of the company as on March 31, 2015
was Rs.53,068,000. During the year under review the company has not
issued shares with differential voting right nor granted stock option
nor sweat equity.
16. Extract of the annual return:
The Extract of Annual Return as provided under Section 92(3) of the
Companies Act, 2013 and as prescribed in Form No. MGT-9 of the
Companies (Management and Administration) Rules, 2014 is annexed
herewith as Annexure A and forms an integral part of this Report.
17. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology
absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo durin0 the year
under review are as below: As the company business is totally situated
in within the national boundaries and no agreement for purchase or sale
done with any foreign parties. Hence for the year under review company
has no foreign exchange earnings or expenses.
18. Corporate Social Responsibility:
During the year under review company has not exceeds any of the limit
prescribed in section 135 Hence the company does not required to comply
with provision Corporate Social Responsibility nor required to make any
provision of expenses for CSR activities given in Schedule VII of the
Companies Act, 2013.
19. Details of establishment of vigil mechanism for directors and
employees :
The Companv has a vigil mechanism named Whistle Blower Policv to deal
with anv instances of fraud and mismanagement in the Companv. The
details of the Whistle Blower Policy are explained in the Corporate
Governance Report and also posted on the website of the Company. It is
affirmed that no personnel of the Company has been denied access to the
Audit Committee.
20. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with
the regulatory requirements mandated by the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The details of the Committee and
its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report.
21. Particulars of loans, guarantees or investments under section 186:
During the year under review the company has not provided any short
term or long term loan and advances, Guarantee or securities, or made
investment in any body corporate or any other person as defined in
section 186 of Companies Act, 2013. Hence the company does not required
to maintain register as prescribed in Companies Act, 2013.
22. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business and the provisions of the Companies Act, 2013, Rules
made there under and Clause 49 of the Listing Agreement are not
attracted. As a matter of good corporate disclosure practice by the
company Form AOC 2 is given in Annexure II. During the year, the Companv
had not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest
of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained on a quarterly basis for transactions which are
of foreseen and repetitive nature. The transactions entered into
pursuant to omnibus approval so granted are audited and a statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval on a
quarterly basis.
Details of transactions with Related Parties are given in the notes to
the Financial Statements.
The policy on Related Party Transactions as approved by the Board is
uploaded on the website of the Company.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
23. Particulars of Employees:
The information required pursuant to Section 197 of the Companies Act,
2013 ('the Act') read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the Members
at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
None of the employees listed in the said Annexure is related to anv
Director of the Company. None of the employees hold (bv himself or
along with his / her spouse and dependent children) more than 2% of the
equity shares of the Company.
24. Statutory Auditors:
The company auditor M/S. D. Kothary & Co. Chartered Accountants, has
been appointed as a company statutory auditor for five Annual General
Meeting at last year subject to ratification of member at each AGM.
Pursuant to the provision of section 139 to 143 of the Companies Act,
2013 read with the rules of the Companies (Audit and Auditors) Rules,
2015, The Audit Committee and the Board have recommended their
ratification of the Auditor for upcoming Annual General Meeting of the
company as such remuneration plus service tax, out of pocket expenses,
traveling expenses as may be mutually agreed between the Board of
Director of the Company.
25. Auditors' Report:
Pursuant to the provisions of Section 139 to 143 of the Companies Act,
2013 and the Companies (Audit and Auditor) Rules, 2014, the Board of
Directors had appointed M/S. D. Kothary & Co. Charted Accountants to
undertake the Statutory Audit of the Company for the financial year
2014-2015. The Report of the Statutory Auditor is annexed herewith in
Annual Report and forms an integral part of this Report.
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditor in his Statutory Audit
Report.
26. 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 Board of Directors had appointed M/s. VKM &
Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2014-2015. The
Report of the Secretarial Auditor is annexed herewith as Annexure A and
forms an integral part of this Report.
The Company is in process for appointment of Wholetime Company
Secretary as required u/s.203 of the Companies Act, 2013. .
27. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements:
The company has an adequate Internal Control System, Commensurate with
the size, scale and complexity of its operations. The scope of the
Internal Audit(IA) function outsources to VKM & Associates as of
current is well defined in the engagement letter of the internal
auditor duly approved by the audit committee. To maintain its
objectivity and Independence, the Internal Auditor report to the Audit
Committee.
The Internal Auditor evaluates the adequacy of the internal control
system in the company on the basis of statement of operation procedure,
instruction manuals, accounting policy and procedure.
28. Audit Committee :
The Audit Committee is constituted in line with the regulatory
requirements mandated by the Companies Act, 2013 and Clause 49 of the
Listing Agreement. The details of the Committee and its terms of
reference are set out in the Corporate Governance Report forming part
of the Board's Report.
29. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with
the regulatory requirements mandated by the Companies Act, 2013 and
Clause 40 of the listing Vareement. The details of Hie Committee and
its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report.
30. Disclosure Linder The Sexual Harassment Of Women At Workplace
(Prevention, Prohibition And Redressal) Act. 2013:
Your Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace in line with the
requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The policy has set
guidelines on the redressal and enquiry process that is to be followed
by the complainants. While dealing with issues related to sexual
harassment at the workplace towards any women employee's secrecy will
be maintained and no women employee will be subjected to any kind of
harassment and other mean of inconvience for raising and issue or
pointing out unethical behavior. All women employees (permanent,
temporary, contractual and trainees) are covered under this policy. All
employees are treated with dignity with a view to maintain an
environment free of sexual harassment whether physical, verbal or
psychological.
31. Risk management policy:
As the company business segment is small and as the paid up share
capital of the company is less than Ten crore hence provision clause 49
is not applicable on company but as a company policy of High compliance^
the company during the year under review has pursuant to the requirement
of Clause 49 of the Listing Agreement, has constituted a Risk Management
Policy. The details of the Policy are updated on company website and
managerial employee of the company is properly informed about their role
and responsibility as per this policy even they has been provide a
formal training of how to identify the risk, actions need to be taken to
mitigate the risk, risk avoidance technique etc.
32. Corporate Governance Certificate:
As according to recent amendment in clause 49 enforced from September
2015 all the companies who's paid up capital is less than Ten Crore or
Net worth less than Twenty-Five Crore are not required to compile
clause 49. As the company paid up Capital is less than Ten Crore hence
company is exempted to compliance of clause 49 and it does not need to
furnish Corporate Governance Certificate as stipulated under Clause 49
of the Listing Agreement.
33. Personnel:
The industrial relations continued to be cordial at all levels
throughout the year. Your Directors wish to thank all the Employees and
Workmen of the Company for their contribution, support and continued
co- operation throughout the year.
34. Acknowledgements:
Your Directors would like to express their appreciation for the
co-operation and assistance received from the Government authorities,
bankers, financial institutions, vendors, customers and shareholders
during the year under review.
By Order of the Board of Directors,
Place: Mumbai Naresh Mehta Dilip Mehta
Date : 30/05/2015 Managing Director Director & CFO
Mar 31, 2014
Dear Members,
Your Directors present their 31st Annual Report together with the
Audited Statement of Accounts for the year ended 31st March 2014.
FINANCIAL HIGHLIGHTS
(Rs. In Thousands)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Income for the year 49331.474 4142.23
Profit before Interest, 1478.26 1350.73
Depreciation and Tax
Depreciation 0.00 0,00
Interest 43.35 0,00
Profit before Tax 1434.91 1350.73
Provisions for Taxation/ 659.41 450.00
Deferred Tax
Profit after Tax 775.50 900.73
Earlier Years Balance 6268,96 1902.73
Brought forward
Add : Forfeiture of Shares Â- 3466.00
Earlier Years Balance 704146 6268,96
Brought forward
OPERATIONS
During the year under review, your Company recorded a total income of
Rs. 493.31 Lacs as against Rs.441.43 lacs in previous year and Net
profit of Rs. 7.75 lacs as against Rs. 9.01 lacs in previous year.
Further information kindly refers to Management Discussion and Analysis
forming part of this Annual report
DIVIDEND
The Board, for the year ended 31st March, 2014 in view of profit is to
be re invested in business hence regret there in ability to declare any
dividend for the year.
DIRECTORS
As per Section 149(4) of Companies Act, 2013 every listed company shall
have atleast one third of the total number of directors as independent
directors. They shall hold office for a term upto five consecutive
years on the Board of the Company as per section 149(10).
As per Section 152 (6) (e) total number of directors shall not include
independent directors. Mr. Dhanajay Pande, Mr. Tabrez Shaikh and Mr.
Rajen Mehta have offered for election as Independent Director.
Out of remaining 3 directors 2 are executive directors and 1 is Non
Executive director.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report and Corporate Governance Report together
with Certificate from M/s. D. Kothary & Co., Chartered Accountants,
Mumbai, on compliance with the conditions of Corporate Governance as
laid down, forms part of this report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217I2A1
Pursuant to the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, a statement relating to the particulars of employees
forming part of this report has not been given as the company has not
employed any person drawing remuneration exceeding the limits
specified.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Audited Accounts for the year under review are in conformity with
the requirements of the Act and the Accounting Standards. The financial
statements reflect fairly the form and substances of transactions
carried out during the year under review and reasonably present your
Company''s financial condition and results of operations. Pursuant to
the requirement of Section 134 of the Companies Act, 2013 and based on
the representations received from the operating management, the
Directors hereby confirm that:
1. in the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. 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
as at 31st March, 2014 and of the profit of the Company for the year
under review;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4'' The Directors have prepared the accounts for the financial year
ended 31st March, 2014 on ''going concern'' basis.
FIXED DEPOSITS AND LOANS/ADVANCES
During the year under review the Company has not accepted any fixed
deposits within the meaning of Section 73 of the Companies Act, 2013
and as such, no amount of principal or interest was outstanding as on
the date of balance sheet from public.
AUDITORS & AUDITORS REPORT
Members are requested to appoint Auditors for the current year and to
authorize the Board of Directors to fix their remuneration. At previous
meeting, M/s. D. Kothary & Co., Chartered Accountant, was appointed as
Statutory Auditors of your Company from the conclusion of the previous
Annual General Meeting. The said Statutory Auditors retire at the
ensuing Annual General Meeting and being eligible under section 139 of
the Companies Act, 2013, offer themselves for re- appointment. Report
of the auditors read with the notes on accounts is self-explanatory and
need no elaboration.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company as on 31st March, 2014 comprised the
following 3 Directors of the Company:
1. Shri Rajen Mehta,
2. Shri. Dhananjay Digambar Pande, and
3. Shri. Tabrez Shafi Ahmed Shaikh
DISOUALIFIACTION OF DIRECTORS
No Director of the Company is disqualified under any law to act as a
Director.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff resulting in the performance of the
Company during the year.
FOR AND BEHALF OF THE BOARD
©FOR NEO INFRACON LIMITED
DILIP MEHTA NARESH MEHTA
place: iviumucu DIRECTOR/CFO MANAGING DIRECTOR
Date: 30.05.2014
Mar 31, 2013
The Directors present their 30th Annual Report together with the
Audited Statement of Accounts for the year ended 31st March 2013.
FINANCIAL HIGHLIGHTS
(Rs. In Thousands
Particulars Year ended Year ended
31.03.2013 31.03.2012
Income for the year 44143.00 10624.00
Profit before Intent 1350.00 118.00
Depreciation and Tax
Depreciation 0.00 0.00
Profit after Depreciation 1350.00 118.00
provisions for Taxation/ 0.00 0.00
Deferred Tax
Net Profit/Loss for the 450.00 34.00
Current Year
Earlier Years Balance 900.00 84.00
Brought forward
Add: Forfeiture of Shares 3466.00 0.00
Earlier Years Balance 6268.00 1902.00
Brought forward
OPERATIONS
During the year under review, your Company recorded a total income of
Rs. 441.43 Lacs as against Rs.106.24 lacs in previous year and Net
profit of Rs. 9.00 lacs as against Rs.0.84 lac in previous year.
Further information kindly refers to Management Discussion and Analysis
forming part of this Annual report
DIVIDEND
In view of inadequate profit earned during the year, the Directors do
not recommend any dividend for the Financial Year ended 31st March,
2013.
CHANGE OF NAME AND REGISTERED OFFICE
During the year, Name of the Company was changed from Anoint industries
Limited to Neo Infrasonic Limited on 21.12.2012 as per fresh certificate
of Registration issued by Registrar of Companies, Gujarat.
Registered office of'' the Company office has been shifted from State of
Gujarat to State of Maharashtra as per order passed by Regional
Director, North Western Regional, Ministry of Company Affairs, on
12.04.2013.
FORFEITURE OF EQUITY SHARES
During the year, the Company had forfeited 6,93,200 Equity shares for
those shareholders who have failed to pay allotment money of Rs. 5 on
the equity shares of the company and whereas it was found that such
defaulting shareholders were allowed extensions of time for payment of
allotment money, once 1st Reminder up to 30th June, 2012, 2nd Reminder
up to 31st July, 2012 and final Reminder up to 25th September, 2012 and
as the amount as shown against each remained unpaid after the expiry of
such final date.
DIRECTORS
Under Section 255 of the Companies Act, 1956, Shri Dilip Mehta and Shri
Dhananjay Pande , Directors of the Company will retire by rotation and
they offer themselves for re-appointment in terms of provisions of
Articles of Association of the Company.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report and Corporate Governance Report together
with Certificate from M/s. Jayesh R. Shah & Co., Chartered Accountants,
Mumbai, on compliance with the conditions of Corporate Governance as
laid down, forms part of this report
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)
Pursuant to the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, a statement relating to the particulars of employees
forming part of this report has not been given as the company has not
employed any person drawing remuneration exceeding the limits
specified.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY Absorption AND
FOREIGN EXCHANGE
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confirm that
1. in the preparation of the annual accounts for. the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material
departures;-
2. 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
as at 31st March, 2013 and of the profit of the Company for the year
under review;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the accounts for the financial year
ended 31" March, 2013 on ''going concern'' basis.
DEPOSITS AND LOANS/ ADVANCES
During the year under review the Company has not accepted any fixed
deposits from the public.
AUDITORS & AUDITORS REPORT
The Board of Directors has recommended to appoint M/s. Jayesh R.Shah &
Co., Chartered Accountant, Firm Registration No 104182W, who retire at
the conclusion of forthcoming Annual General Meeting and is eligible
for re-appointment as a Statutory Auditors of the Company. Members are
requested to consider the re-appointment. The auditors comments on the
Company''s accounts for the year ended on 31st March, 2013 are self
explanatory in nature and do not require any explanation as per the
provisions of section 217(3) of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff resulting in the performance of the
Company during the year.
FOR AND BEHALF OF THE BOARD
FOR NEOINFRACON LIMITED
Sd/- Sd/-
NARESH MEHTA DILIP MEHTA
Place: Mumbai MANAGING DIRECTOR DIRECTOR
Date: 30.05.2013
Mar 31, 2012
The Directors present their Twenty Ninth Annual Report together with
the Audited Statement of Accounts for the year ended 31st March 2012.
FINANCIAL HIGHLIGHTS (Rs. In Thousands)
Particulars Year
ended Year
ended
31.03.2012 31.03.2011
Income for the year 10625.00 55742.00
Profit before Interest
Depreciation and Tax
Depreciation 0.00 1.00
Profit after Depreciation 118.00 975.00
Provisions for Taxation/
Deferred Tax
Net Profit/Loss for the 674 00
Current Year
Earlier Years Balance im 1214.00
Brought forward
Prior Year Adjustments 70.00 0
Balance carried to Balance inn 1888.00
Sheet
OPERATIONS
During the year under review, your Company recorded a total income of
Rs. 106.25 Lacs and Net profit of Rs. 0.84zreport.
CHANGE OF MANAGEMENT:
During the year, there is change in the Management of the Company. Mr.
Dilip Mehta and Mr. Naresh Mehta and associates have acquired the
shares under Regulation 12 of the SEBI (Substantial Acquisition of
Share and Takeovers) Regulations, 1997.
The suspension of shares of the Company get revoked with payment of
listing re-instatement fee and trading of securities began from 15th
May, 2012.
DIVIDEND
In view of inadequate profit earned during the year, the Directors do
not recommend any dividend for the Financial Year ended 31st March,
2012
DIRECTORS
Under Section 260 of the Companies Act, 1956, Shri Rajen Mehta and Shri
Tabrez Shaikh, Directors of the Company will retire by rotation and
they offer themselves for re-appointment in terms of provisions of
Articles of Association of the Company.
During the year, Mr. Naresh K Mehta has been appointed as Managing
Director with effect from 30th May, 2012.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report and Corporate Governance Report together
with Certificate from M/s. Jayesh R. Shah & Co., Chartered Accountants,
Mumbai, on compliance with the conditions of Corporate Governance as
laid down, forms part of this report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)
Pursuant to the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, a statement relating to the particulars of employees
forming part of this report has not been given as the company has not
employed any person drawing remuneration exceeding die limits
specified. ''
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confirm that:
1. in the preparation of the annual accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. 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
as at 31st March, 2012 and of the profit of the Company for the year
under review;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the accounts for the financial year
ended 31st March, 2012 on ''going concern'' basis.
DEPOSITS AND LOANS/ADVANCES
During the year under review the Company has not accepted any fixed
deposits from the public.
AUDITORS & AUDITORS REPORT
The Board of Directors has recommended to appoint M/s. Jayesh R.Shah &
Co., Chartered Accountant, Firm Registration No 104182W, who retire at
the conclusion of forthcoming Annual General Meeting and is eligible
for re-appointment as a Statutory Auditors of the Company. Members are
requested to consider the re-appointment. The auditors comments on the
Company''s accounts for the year ended on 31st March, 2012 are self
explanatory in nature and do not require any explanation as per the
provisions of section 217(3) of the Companies Act, 1956.
ACKNOWLEDGEMENTS ''
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff resulting in the performance of the
Company during the year.
FOR AND BEHALF OF THE BOARD
FOR ANUJVIN INDUSTRIES LIMTED
RAJEN MEHTA NARESH MEHTA
Place: Mumbai DIRECTOR MANAGING DIRECTOR
Date: 30.05.2012
Mar 31, 2011
The Directors present their Twenty Seventh Annual Report together with
the Audited Statement of Accounts for the year ended 31st March 2011.
FINANCIAL HIGHLIGHTS (Rs. In lakhs)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Income for the year 594.72 566.53
Profit before Interest, 9.75 16.58
Depreciation and Tax
Depreciation 0.01 0.01
Profit after Depreciation 9.74 16.57
Provisions for Taxation/ 3.01 5.15
Deferred fax
Net Profit/Loss for the 6.73 11.42
Current Year
Earlier Years Balance 11.92 0.51
Brought forward
Balance carried to Balance 18.88 11.92
Sheet
OPERATIONS
During the year under review, your Company recorded a total income of
Rs. 594.72 Lacs and Net profit of Rs.6.73 lacs. Further information
kindly refer to Management Discussion and Analysis forming part of this
Annual report,
CHANGE OF MANAGEMENT:
During the year, there is change in the management of the company Mr.
Dilp Metha and Mr. Naresh Metha and associates have a acquired the
shares under regulation 12 of the SEBI (Substantial Acquisition of share
and takeovers ) Regulations, 1997.
In order to increase liquidity of the company and the desire of mR.
Nith shah to exit due to his preoccupation it has become necessary to
induct new promoters who have the business experience and capability to
organize necessary financial resources to implement the growth plans of
the company It has thus been mutually agreed by Mr. Nithin shah,
Mr.Dlip Metha and be promoters of the company in place and
substitutions of Mr. Nitin Shah.
They individually have over 15 years experience in real estate
development activities. Their experience and expertise will benefit the
company and its shareholders immensely.
DIVIDEND
In view of inadequate profit earned during the year, the Directors do
not recommend any dividend for the Financial Year ended 31st March,
2011.
DIRECTORS
Under section 260 of the companies Act, 1956 Shri Naresh Metha and
Metha shri dhanajay pande Director of the company will retries by
rotation and they offer themselves for re-appointment in terms of
provisions of articles of association of the company.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion &. Analysis Report and Corporate Governance Report together
with Certificate from M/s. Jayesh R.Shah & Co., Chartered Accountants,
Mumbai, on compliance with the conditions of Corporate Governance as
laid down, forms part of this report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)
Pursuant to the provisions of section 217(2 A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, a statement relating to the particulars of employees
forming part of this report has not been given as the company has not
employed any person drawing remuneration exceeding the limits
specified.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm that:
1.in the preparation of the annual accounts for the financial year ended
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
2.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 as
at 31st March, 2011 and of the profit of the Company for the year
under review;
3.the Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4.the Directors have prepared the accounts for the financial year ended
31st March, 2011 on going concern basis.
DEPOSITS AND LOANS/ ADVANCES
During the year under review the Company has not accepted any fixed
deposits from the public.
AUDITORS & AUDITORS REPORT
The Board of Directors has recommended to appoint M/s. Jayesh R.Shah &
Co., Chartered Accountant, Firm Registration No 104182 W who retire at
the conclusion of forthcoming Annual General Meeting and are eligible
for re-appointment as a Statutory Auditors of the Company. Members are
requested to consider the re-appointment. The auditors comments on the
Companies accounts for the year ended on 31st March, 2010 are self
explanatory in nature and do not require any explanation as per the
provisions of section 217(3) of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff resulting in the performance of the
Company during the year.
FOR AND BEHALF OF THE BOARD
FOR ANUVIN INDUSTRIES LIMITED
RAJEN MEHTA NARESH MEHTA
Place: Ahmedabad DIRECTOR DIRECTOR
Date: 18.08.2011
Mar 31, 2010
The Directors present their Twenty Seventh Annual Report together with
the Audited Statement of Accounts for the year ended 31st March 2010.
FINANCIAL HIGHLIGHTS (Rs. In lakhs)
Particulars Year ended Year ended
31.03.2009 31.03.2009
Income for the year 566.53 3.92
Profit before Interest, 16.58 16.58
Depreciation and Tax
Depreciation 0.01 0.01
Profit after Depreciation 16.57 1.55
Provisions for Taxation/ 5.15 0.48
Deferred fax
Net Profit/Loss for the 11.42 1.07
Current Year
Earlier Years Balance 0.51 (0.56)
Brought forward
Balance carried to Balance 11.92 0.51
Sheet
OPERATIONS
During the year under review, your Company recorded a total income of
Rs. 566.53 Lacs and Net profit of Rs. 11.42 lacs. Further information
kindly refer to Management Discussion and Analysis forming part of this
Annual report,
IMPLEMENTATION OF PROJECT:
The Company had proposed its project of terry towels in G.LD.C, Vatva
Ahmedahad. The Company was already allotted a plot of land to set up
the project. However, due to environment problems the Company was not
able to obtain the permission from Gujarat Pollution Control Board, in
view of which the Company relinquish the right of the land and is
considering alternative location for the above proposed project where
various environment and other clearance can be obtained at the same
time your company management is also exploring other business
possibilities / opportunities also and since last two years have
strengthen the Board by adding new Directors. The new Directors have
good experience in reality sector and Company has invested its fund in
to reality sector.
DIVIDEND
In view of inadequate profit earned during the year, the Directors do
not recommend any dividend for the Financial Year ended 31st March,
2010.
DIRECTORS
The Board of Directors appointed Shri Dhananjay Digambar Pande as an
Additional Director of the Company with effect from 5th January, 2010
and Shri Tabrez Shaft Ahmed Shaikh appointed as an Additional Directors
of the Company with effect from 12th January, 2010
Under Section 260 of the Companies Act, 1956, Dhananjay Digambar Pande,
and Shri Tabrez Shafi Ahmed Shaikh holds office as Director up to the
date of the ensuing Annual General Meeting, The Company has received
Notice from the Member of the Company proposing their candidature for
the appointment as a Director of the Company. Your directors recommend
their appointment/reappointment at the ensuing Annual General Meeting.
At the ensuing Annual General Meeting Shri Rajen Mehta and Shri
Dilipkumar Mehta will retire by rotation and being offer themselves for
re-appointment in terms of provisions of Articles of Association of the
Company.
During the year under review, Shri Pankaj Choksi resigned from the
Board w.e.f 9th June, 2009. Shri Rohan Mehta resigned from the
directorship of the company w.e.f 7th January, 2010
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion &. Analysis Report and Corporate Governance Report together
with Certificate from M/s. Jayesh R.Shah & Co., Chartered Accountants,
Mumbai, on compliance with the conditions of Corporate Governance as
laid down, forms part of this report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)
Pursuant to the provisions of section 217(2 A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, a statement relating to the particulars of employees
forming part of this report has not been given as the company has not
employed any person drawing remuneration exceeding the limits
specified.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm that:
in the preparation of the annual accounts for the financial year ended
March 31, 2010, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures;
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 as
at 31 st March, 2010 and of the profit of the Company for the year
under review;
the Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
the Directors have prepared the accounts for the financial year ended
31st March, 2010 on going concern basis.
DEPOSITS AND LOANS/ ADVANCES
During the year under review the Company has not accepted any fixed
deposits from the public.
AUDITORS & AUDITORS REPORT
The Board of Directors has recommended to appoint M/s. Jayesh R.Shah &
Co., Chartered Accountant, who retire at the conclusion of forthcoming
Annual General Meeting and are eligible for re-appointment as a
Statutory Auditors of the Company.
Members are requested to consider the re-appointment. The auditors
comments on the Companys accounts for the year ended on 31st March,
2010 are self explanatory in nature and do not require any explanation
as per the provisions of section 217(3) of the Companies Act, 1956.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation of the co-operation
received from shareholders, bankers and other business constituents
during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff resulting in the performance of the
Company during the year.
FOR AND BEHALF OF THE BOARD
FOR ANUVIN INDUSTRIES LIMITED
RAJEN MEHTA NARESH MEHTA
Place: Ahmedabad DIRECTOR DIRECTOR
Date: 25.08.2010
Mar 31, 2009
The Directors present before you the 26th Annual Report together with
Audited Statement of Accounts for the year ended on 31st March, 2009.
FINANCIAL RESULT :
Financial Results for the year as under :
(Rs. In Lakhs)
31.3.2009 31.3.2008
Income 3.92 12.86
Expenditure 2.35 12.53
Profit before tax 1.56 0.33
Depreciation 0.01 0.01
Profit After Depreciation 1.55 0.32
Provision for Tax 0.48 0.11
Previous year balance (0.56) (0.78
Balance carried to B/sheet 0.51 (0.57)
IMPLEMENTATION OF PROJECT:
The Company had proposed its project of terry towels in G.I.D.C., Vatva
Ahmedabad. The Company was already allotted a plot of land to set up
the project. However, due to environment problems the Company was not
able to obtain the permission from Gujarat Pollution Control Board, in
view of which the Company relinquish the right of the land and is
considering alternative location for the above proposed project where
various environment and other clearance can be obtained at the same
time your company management is also exploring other business
possibilities / opportunities also and since last two years have
strengthen the Board by adding new Directors. The new
Directors have good experience in reality sector and Company has
invested its fund in to reality sector.
DEPOSITS :
The Company has not accepted any deposits in terms of Section 58-A of
the Companies Act 1956.
DIRECTOR :
Mr. Rajen Mehta and Mr.Dilipkumar K. Mehta were appointed as additional
directors with effect from 8th January, 2009 and 18th June, 2009
respectively. They hold office till the ensuing Annual General
Meeting. The Company has received Notice from the Member of the
Company proposing their candidature for the appointment as a Director
of the Company. The Board of Directors recommends their appointment.
During the year under review, Mr.Pankaj Choksi resigned from the Board
w.e.f 9th June, 2009.
PERSONNEL:
There were no employees who were in receipt of remuneration pursuant of
Section 217 (2A) of the Companies Act, 1956 read with the rule framed
there under.
AUDITORS :
M/s. Jayesh R. Shah & Co. were appointed as auditors in the last Annual
General Meeting, they retire at the conclusion of this meeting. You
are requested to appoint Auditors and fix their remuneration.
PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information regarding conservation of energy and technology absorption
as per the provision of Section 217 (1) (e) of the Companies Act, 1956
read the Companies (Disclosure of particulars in the report of Board of
Director) Rules, 1988, are not applicable since the project is in the
implementation stage. During the year under review there was no Foreign
Exchange Earning and Outgo.
ADDITIONAL INFORMATION:-
Information Required on Balance Sheet Abstract and the Companies
General Business under part IV of Schedule VI to the Companies Act,
1956 inserted by Notification No. GSB 388 (E), dated 15.05.1995 is
given in the Annexure to the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT
As Required under section 217 of the Companies act, the directors
hereby confirm that:
1) In the preparation of the Annual Accounts, the applicable accounting
standards had bee
followed along with proper explanation relating to material departures;
2} The Directors have selected such accounting policies and applied
them consistently ar made judgments and estimates that are reasonable
and prudent so as to give a true ar fair view of the state of affairs
of the Company at the end of the financial year and of tl profit for.
3) The Directors have taken proper and sufficient care for the
maintenance of adequa accounting records in accordance with the
provisions of the act for safeguarding the asse of the Company and for
preventing and detecting fraud and other irregularities; and
4) The Directors had prepared the Annual Accounts on a going concern
basis.
ACKNOWLEGMENT:
Your Company is grateful to Bankers for their valuable support. The
Company ah expresses its thanks to the Members and the Staff of the
Company for their continued ar unstinted co-operation.
Registered Office : FOR AND BEHALF OF THE BOARD
FOR ANUVIN INDUSTRIES LIMITED
301, Kamal Complex,
C.G. Road,
Narangpura,
Ahmedabad.
ROHAN MEHTA
Place: Ahmedabad DIRECTOR
Date : 25.07.2009