DIRECTORS REPORT TO THE SHARE HOLDERS
The Directors have pleasure in presenting their report together with the audited Balance sheet as at 31st March 2018 and Statement of Profit & Loss for the year ended on that date.
FINANCIAL SUMMARY / STATE OF AFFAIRS:
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S. No.
|
Particulars
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2017-2018(Rs,)
|
2016-2017 (Rs,)
|
|
1.
|
Gross Income
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44,57,053.18
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83,36,029.65
|
|
2.
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Profit Before Interest and Depreciation
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19,39,743.54
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66,25,114.64
|
|
3.
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Finance Cost
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Nil
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Nil
|
|
4.
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Depreciation and Amortization
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Nil
|
Nil
|
|
3
|
Profit Before Tax
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19,39,743.54
|
66,25,114.64
|
|
4
|
Tax Expense
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23,00,000.00
|
23,11,352.00
|
|
5
|
Profit After tax
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(3,60,256.46)
|
43,13,762.64
|
|
6
|
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss
|
(11,79,979.04)
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Nil
|
|
6.
|
Transfer to Statutory Reserve as per RBI Guidelines
|
-
|
8,80,000.00
|
|
7.
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Proposed Dividend on Equity Shares
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NIL
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NIL
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|
7.
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Balance Brought forward from Balance Sheet
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4,71,63,052.40
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4,37,29,289.76
|
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8.
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Balance carried forward to Balance Sheet
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4,56,22,816.90
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4,71,63,052.40
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Company’s Performance
Revenue from Operation for financial Year 2017-2018 at Rs,44,57,053.18 was lower by 46.53 % over last year Rs,83,36,029.65 Profit Before Tax for Financial Year 2017-2018 Rs,19,39,743.54 was lower by 70.72% over last year ' Rs,66,25,114.64
Dividend
In view of inadequate profit, Company has not declare any dividend.
Transfer to Reserve
Due to Loss, the Company has not transferred any sum towards reserve under Section 45-IC of the RBI Act, 1934. . Subsidiaries
The Company is a Subsidairy of M/s Ultraplus Housing Estate Private Limited. Ultraplus Housing Estate Private Limited holds 68,69,620 shares aggregating to 54.123% in the Company.
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate to and that of this report.
Directors and KMP
Re appointments:- As per the provisions of the Companies Act, 2013 Smt. Anny Jain , Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointments. The Board recommends her reappointments.
The Company has received necessary declarations from each independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.
Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Binod Chand Kankaria, Managing Director, Mr. Arindam Laha, CFO and Ms. Priyanka Singh Company Secretary.
Board Evaluation
The Board of Directors has carried out an annual Evaluation of its own performance, board Committees and individual Director pursuant to provisions to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”)
The performance of the Board was evaluated by board after seeking inputs from all the Directors on the basis of the criteria such as the board composition and Structure, effectiveness of the board processes, information and functioning etc.
The performance of the Committee was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committee , effectiveness of Committee meetings etc.
The Board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the Individual director to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of Chairman was evaluated, taking into account the views of Executive and Non executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committee and individual directors was also discussed. Performance Evaluation of Independent Directors was done by entire board, excluding the Independent Director being evaluated.
Policy on Director’s appointment and remuneration
Pursuant to the provision of Section 178 of the Act, the company has formulated and adopted policy on selection of Directors and Remuneration policy which are discussed on our website.
Director Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) they 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 of the company at the end of the financial year and of the profit of the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Remuneration to the Directors/KMP
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Sr No.
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Names
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Designation
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Remuneration in 20172018 (Amount in Rs,)
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Remuneration in 2016-17 (Amount in Rs,)
|
|
1
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Mr. Binod Chand Kankaria
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Managing Director
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6,00,000.00
|
1,20,000.00
|
|
2
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Ms. Anny Jain
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Director
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9000.00
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-
|
|
3.
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Ms. Hetal C Gudgud
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CS (KMP)
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2,91,520.00
|
2,52,000.00
|
|
4.
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Mr. Arindam Laha
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CFO (KMP)
|
1,04,000.00
|
1,04,000.00
|
|
5.
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Mr. Anant Bhagat
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Director
|
9,000.00
|
-
|
|
6.
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Mr. Rajesh Kumar Sethia
|
Director
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9,000.00
|
-
|
|
7.
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Mr. Shrish Tapuriah
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Director
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9,000.00
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-
|
|
8.
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Mr. Radhey Shyam Mishra
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Director
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6,000.00
|
|
Ms. Hetal c Gudgud resigned from company Secretary with effect from 02/04/2018. Sri Radhey Shyam mishra expired on 30/08/2017.
Managerial Remuneration and Particular of Employee
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Company are given in Annexure -1 forming part of this report.
Deposits
We have not accepted any Deposits and as such no amount of Principle and Interest was outstanding as of Balance sheet date.
Management Discussion and Analysis Report
In terms of Regulations 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulation 2015, the management Discussion and Analysis report is set out in this report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE (Scrip Code 538611) where the Company’s share are listed.
Dematerialization of shares
83,51,870 of the Company’s paid up Equity share Capital is in dematerialized form as on 31/03/2018 and the balance are in physical form. The Company’s registrar are M/s Niche Technologies Private Limited having their registered office at D-511 Bagree Market, 5th Floor, 71, B R B Basu Road Kolkata-700001.
Number of Board Meetings
The Board of Directors duly met nine times during the financial year from 1st April, 2017 to 31st March, 2018. The maximum Interval between any two Meetings did not exceed 120 Days as prescribed in Companies Act, 2013.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Company’s operations in future.
Internal Financial Control and its adequacy
The detail in respect of Internal Financial Control and their adequacy are included in the Management and Discussion Analysis report which forms part of the financial Statements.
Audit Committee
The details pertaining to Composition of Audit Committee are included in Corporate Governance Report which forms part of this report.
Extracts of Annual Return
The details forming part of the Extract of the Annual Return in form MGT-9 is appended as Annexure - 2.
Auditors:
Statutory Auditors:-
At the Annual General Meeting held on August 12, 2017 the Auditors M/s P.D.Randar and Co. Chartered Accountants. Kolkata were appointed as Auditor of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2022, at such remuneration as may be decided by Board of Directors.
Secretarial Auditor:-
Mrs Dipti Damani practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the Year 2017-2018 forms part of Annual report.
Auditors ’s Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors’ certificate on Corporate governance is enclosed as Annexure to the Board Report.
Auditor’s Report and Secretarial Auditor’s Report
The Auditor’s report and Secretarial Auditor’s report does not contain any qualifications, reservations or adverse remark. Corporate Governance
Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the said regulations, a Corporate Governance report has been annexed as part of Annual report along with Auditor’s Certificate.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
Particulars of Employees
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached in the report.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company does not fulfill the requirement of Net Worth, Turnover and Net Profit that invoke the provisions for Corporate Social Responsibility.
Vigil Mechanism
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 a vigil Mechanism for Directors and Employee to report genuine concerns has been established.
Related Party Transactions
Related Party Transactions that were entered during the financial year were on Arm’s length basis and were in the ordinary course of Business. Details of which are disclosed in Notes to Accounts.
Particulars of Loans, Guarantees or Investments
The Company being a Non Banking Finance Company is engaged in Making Investment and Providing Loans and Advances.
Disclosure Requirement
As per Regulations 34 of the SEBI Listing Regulations, Business responsibility Report is not applicable for the company.
Disclosure under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013
Your company is committed to creating and maintaining a secure work environment where its employee, customers, Vendors etc can work and pursue business together in an atmosphere free of Harassment , exploitation and intimidation. To empower women and protect woman against Sexual harassment, a policy for prevention of Sexual harassment has been rolled out . The policy allows employees to report sexual harassment at the work place.
Migration to IND AS
As per the Directions issued by Ministry of Corporate Affairs, the companies and their auditors shall comply with Indian Accounting standers for the accounting periods beginning on or after 1st April 2017, with comparatives for the periods ending on 31st March 2018 for companies whose equity or debt securities are listed or in the process of being listed on any stock exchange in India or outside India and having net worth of less than Rs. 500 Crores.
Acknowledgement
Directors deeply acknowledge the trust and confidence you have placed in the company. Director would also like to thank all its Banker, Customer, Vendors and Shareholders for their Continued support to the Company. In specific, the Board would also record its sincere appreciation of the Commitment and Contribution made by all employees of the Company.
Cautionary Note
The statement forming part of Director’s report may contain certain forward looking remarks within the meaning of applicable Securities Law and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
Kolkata BY ORDER OF THE BOARD
Date:- 30.05.2018 BINOD CHAND KANKARIA
MANAGING DIRECTOR
DIN:00389251
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