To,

The Members,

Your Directors have pleasure in presenting the Thirty-Fifth Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the financial year ended on 31st March, 2019. 


1. FINANCIAL RESULTS: 

During the year under review, the Company has shown notable performance. The extracts
of financial results 2018-19 are as under: 


  

    
Particulars
    
Current Year
    
Previous Year
  
  

    

    
2018-19
    
2017-18
  
  

    
Total Revenue
    
4,545,128
    
5,041,361
  
  

    
Profit before Depreciation and Tax
    
201,636
    
155,705
  
  

    
Profit Before tax and exceptional items
    
201,636
    
155,705
  
  

    
Exceptional Items
    
-
    
-
  
  

    
Profit Before Tax
    
201,636
    
155,705
  
  

    
Current Tax
    
40,000
    
-
  
  

    
Previous year Tax
    
-
    
432,930
  
  

    
Excess in provision for current tax for earlier years.
    
-
    
-
  
  

    
Profit after Tax
    
161,636
    
(277,225)
  



2. DIVIDEND: 

The Board of Directors does not recommend any Dividend for FY 2018-19. 


3. TRANSFER TO RESERVES: 

During the year under review, no amount is appropriated from Profit and Loss Account
and transferred to any Reserve Account. 


4. SHARE CAPITAL: 

The equity share capital of the Company as on 31st March, 2019 stood at Rs.
6,90,00,000/- Consisting of 69,00,000 equity shares of Rs. 10/- each. During the year
under review, the Company has not allotted any shares or securities. 


5. CHANGE IN NATURE OF BUSINESS: 

There were no changes in the nature of business of the Company during the year under
review. 


6. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT, 2013: 

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said section are not applicable. 


7. DEPOSITS AND LONG TERM BORROWINGS:

During the year, Company has not accepted any Deposits or long term borrowings from any
person except Unsecured Inter Corporate Loans.


8. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year, Company has not entered in to any related party transactions and hence
disclosures in that regard are not required to be made.


9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THE
COMPANIES ACT 2013:


The Company has neither provided any Loans or guarantees nor has made any investment
under Section 186 of the Companies Act 2013.


10. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial
Statements for FY 2018-19, the Board of Directors confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st
March, 2019, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;

(c) they have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared annual accounts on a going concern basis;

(e) they have laid down proper internal financial controls, which are adequate and are
operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.


11. NUMBER OF MEETINGS OF THE BOARD: 

During the year under review, the Board has held eight meetings on 30-05-2018,
12-07-2018, 06-09-2018, 14-08-2018, 13-11-2018, 12-02-2019, 19-02-2019 and 22-03-2019. The
gap between two meetings were within the timeline prescribed under the Companies Act,
2013. 


12. DIRECTORS AND KEY MANAGERIAL PERSONNEL: 

During the year under review, following changes were made in the Composition of Board
of Directors: 

(a) Cessation of Mr. Janayash Desai as director w.e.f. 05-02-2019.

(b) Cessation of Ms. Roshniben Hareshbhai Vaniya as director w.e.f. 29-09-2018.

(c) Cessation of Mr. Priyank Prajapati as director w.e.f. 12-03-2019.

(d) Appointment of Mrs. Roshniben Hareshbhai Vaniya as an additional director in the
category of Independent Director w.e.f. 30-09-2018.

(e) Appointment of Mrs. Ami Namankumar Shah as an additional director in the category
of Executive Director w.e.f. 19-02-2019.

(f) Appointment of Mr. Naman Shah as an additional director in the category of
Executive Director w.e.f. 22-03-2019.

During the year under review, following changes were made in KMP:

(a) Cessation of Mr. Devansh Gala, Company Secretary and Compliance officer of the
company w.e.f. 06-03-2019.

(b) Appointment of Ms. Sanam Karimbhai Surani, Company secretary and Compliance Officer
of the company w.e.f. 22-03-2019.

(c) The Company does not have CFO during the year.


13. DECLARATION BY INDEPENDENT DIRECTORS: 

Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has
received declaration from Independent Directors for FY 2018-19 confirming that they meet
the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015. 


14. THE EXTRACTS OF ANNUAL RETURN: 

The extract of the Annual Return in Form MGT-9 is annexed as Annexure A to this
Directors' Report and forming part of Annual Report. 


15. MANAGEMENT DISCUSSION AND ANALYSIS: 

As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the Management Discussion and Analysis Report is prepared and forming
part of this Annual Report. 


16. CORPORATE GOVERNANCE: 

During the financial year 2018-19, the paid up share capital and Networth of the
Company were Rs. 6.90 crores and Rs. 7.16 crores respectively which are less than minimum
prescribed limits for applicability of corporate governance as per SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015 and hence requirement of
furnishing report on corporate governance is not applicable to the Company. 


17. INTERNAL FINANCIAL CONTROLS: 

The Company has in place adequate internal financial controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness was observed. 


18. SUBSIDIARIES AND JOINT VENTURE: 

Company does not have any subsidiary companies. Company has not made any investment in
Joint Venture. 


19. ENVIRONMENT, HEALTH AND SAFETY (EHS): 

The Company accords the highest priority to health, environment and safety. The Company
does not carry on manufacturing operations. The Company takes at most care for the
employees and ensures compliance with the applicable rules and regulation applicable to
the Company. 


20. CORPORATE SOCIAL RESPONSIBILITY: 

The provisions with respect to the Corporate Social Responsibility does not apply to
the Company as the Company does not fall within the limits specified under Section 135(1)
of Companies Act 2013 read with rules framed there under and hence no disclosures are
required to be made in that regards. 


21. POLICY ON DIRECTORS' APPOINTMENT: 

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The
Nomination and Remuneration Committee (NRC) has approved the criteria and process for
identification/ appointment of Directors which are as under: 


Criteria for Appointment:

A. The proposed Director shall meet all statutory requirements and should:

• Not have any direct or indirect conflict with business operations.

• Be willing to devote time and efforts.

• Have relevant experience.

• Have understanding about corporate functionality.

• Understand real value of stakeholders.

B. Process for identification of Directors/Appointment of Directors:

• Board Members may suggest any potential person to the Chairman of the Company
meeting the above criteria. If the chairman deems fit, recommendation will be made by him
to NRC.

• Chairman himself can also recommend a person to NRC.

• NRC shall process and evaluate the proposal and shall submit their
recommendation to Board.

• Board shall consider such proposal on merit and decide suitably.


22. REMUNERATION POLICY:

The Company has formulated the policy relating to the remuneration of the Directors,
Key Managerial Personnel and other employees of the Company which is as under:


A. Components of Remuneration


Fixed Pay comprising Basic Salary, Conveyance Allowances/Reimbursement, Company's
contribution to Provident Fund, Superannuation Fund, Gratuity, etc.


Variable Pay, which is either in the form of Commission to Managing and Whole-Time
Directors.


B. Annual Appraisal process:

Annual Appraisals are conducted, following which annual increments and promotions in
deserving cases are decided once in a year based on:

• Employees self-assessment

• Assessment by Immediate Superior and

• Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of Economic Rise based on
All India Consumer Price Index published by the Government of India or Internal Survey
wherein inflation on commonly used items is calculated.

Annual Appraisal equally depends on the Profitability of the Company.


Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors as
follows:

Reimbursement of Expenses incurred by Independent Directors for attending any meeting
of the Board and payment of Sitting Fees.


23. Independent Directors' Meeting: 

A separate meeting of independent directors was held on 22nd August, 2018
under the chairmanship of Mr. Nikhil Joshi, to review the performance of Non-Independent
Directors, the Board and its' chairperson and assess the quality, quantity and timeliness
of flow of information about the Company Management and the Board. Details of attendance
of the Directors at the said meeting are: 


  

    
Name of Director
    
Designation
    
No of meeting attended
  
  

    
Ms. Rakhi Patel
    
Independent Director
    
1
  
  

    
Ms. Roshniben Hareshbhai Vaniya
    
Independent Director
    
1
  



24. MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS: 

The Evaluation of Board, its Committees and Individual Directors was carried out as per
process and criteria laid down by the Board of Directors based on the recommendation of
the Nomination and Remuneration Committee. 


25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: 

The Company has not paid any Remuneration to the existing Directors and hence
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)(i) to (xii),
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are not required to be disclosed. 


26. AUDIT AND RISK MANAGEMENT COMMITTEE: 

The Audit Committee is constituted in line with the Provision of Regulation 18 of SEBI
(LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013. 

The Audit Committee met 4 times on 30.05.2018, 14.08.2018, 10.12.2018 and 20.02.2019
and statutory auditors also attended the meeting and attendance of the members was as
under; 


Composition and Attendance of Audit Committee: 


  

    
Name of Members
    
Designation
    
30.05.2018
    
14.08.2018
    
10.12.2018
    
20.02.2019
  
  

    
Mr. Jinen Shah
    
Chairman
    
a
    
a
    
-
    
a
  
  

    
Ms. Rakhiben Patel
    
Member
    
a
    
-
    
a
    
a
  
  

    
Mrs. Roshaniben Vaniya
    
Member
    
a
    
a
    
a
    
a
  



27. NOMINATION REMUNERATION COMMITTEE: 

The Remuneration Committee met twice during the year on 16th October, 2019 & 15th
February 2019. The nomination and remuneration committee of the Company is constituted in
line with the provisions of Regulation 19 of SEBI (LODR) Regulations, read with Section
178 of the Act. 

The constitution of the committee and the attendance of each member during the year is
as given below: 


  

    
Name of Members of Nomination Committee
    
Designation
    
16.10.2018
    
15.02.2019
  
  

    
Mr. Jinen Shah
    
Chairman
    
a
    
a
  
  

    
Mr. Rakhi Patel
    
Member
    
a
    
a
  
  

    
Mrs. Roshaniben Vaniya
    
Member
    
a
    
a
  
  

    
Mrs. Ami Naman Shah
    
Member
    
-
    
a
  


The terms of reference of the ‘Remuneration Committee' are as follows:

1. To determine on behalf of the Board and on behalf of the Shareholders the Company's
policy on specific remuneration packages for Executive Directors including pension rights
and any compensation payment.

2. Such other matters as may from time to time be required by any statutory,
contractual or other regulatory requirements to be attended to by such committee.

3. To carry out the evaluation of every Director.

4. To evaluate the criteria for evaluation of Independent Directors and the Board.

During the year no remuneration paid to executive director and there is no sitting fees
paid to Non Executive Directors for attending Board and Committee Meetings.


28. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The stakeholders' relationship committee is constituted in line with the provisions of
Regulation 20 of SEBI (LODR) Regulations read with section 178 of the Act.

The Stakeholders Relationship Committee met twice during the financial year. The
details of the meeting attended by the Directors are as given below:


  

    
Name of the Director
    
Category of Directorship
    
Chair Person / Member
    
No of meetings attended as a member.
  
  

    
Mr. Jinen Shah
    
NED
    
Chairperson
    
1
  
  

    
Mrs. Roshniben Vaniya
    
ID
    
Member
    
1
  
  

    
Mr. Rakhi Patel
    
ID
    
Member
    
1
  


The terms of reference of the committee are inter alia as follows: 

(a) Review the reports submitted by the Registrars and Share Transfer Agents of the
Company at half yearly intervals. 

(b) Investor relations and redressal of shareholders grievances including relating to
non-receipt of dividend, Annual Report, non receipt of shares etc.

(c) Oversee the performance of the Registrars and Share Transfer Agents of the Company.

There are no Shareholder's complaints pending with the Company.


29. VIGIL MECHANISM:

The provisions of Regulation 22 of SEBI (LODR) Regulations, 2015 are not applicable to
the Company.

However Company has established whistle Blower Policy as matter of Good Governance.


30. RISK MANAGEMENT POLICY: 

The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 is not applicable to
the Company, hence no Risk Management Committee is formulated. However the Board of
Directors has developed and implemented Risk Management Policy for the Company. It has
identified and assessed various risks factors, with potential impact on the Company in
achieving its strategic objectives or may threaten its existence. The Policy lays down
procedures for risk identification, assessment, monitoring, review and reporting. The
Policy also lists the roles and responsibilities of Board and Risk Management Committee. 


31. CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:


During the financial year 2018-19, the Company has not undertaken any manufacturing
operations. Company has neither earned nor spent anything in foreign currency. Hence no
disclosure is required under this head. 


32. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND: 

During the year under review, the provisions of Section 125(2) of the Companies Act,
2013 do not apply as there was no dividend declared and paid in last seven years so the
Company was not required to transfer any amount to the Investor Education and Protection
Fund (IEPF) established by the Central Government pursuant to the provision of Section 125
(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years
from the date it became due for repayment. 


33. AUDITORS: 

A. STATUTORY AUDITORS: 

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit &
Auditors) rules, 2014, Members of the Company appointed M/s. S.D Mehta & Co.,
Chartered Accountant, as Statutory Auditor of the Company from the financial year 2018-19
to 2023-24 subject to ratification by the members at every year in Annual General Meeting.


The Auditors' report for financial year 2018-19 is self explanatory and forms part of
this Annual Report and does not contain any qualification, reservation or adverse remark. 


B. SECRETARIAL AUDITORS: 

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board
of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad, as
Secretarial Auditors of the Company for FY 2018-19. A Secretarial Audit Report for FY
2018-19 is annexed herewith as Annexure B. 

The Report of the Secretarial Auditor is qualified for non compliance of Companies Act,
2013 and SEBI LODR Regulation 2015. Management comments thereto are as under:

1. Company has not appointed Chief Financial Officer:

Company is in search of suitable candidate for the post of Chief Financial officer and
assures to appoint a right candidate for the said post.

2. Imposition of fine on company for non compliance of various regulations of SEBI
(LODR) Regulations 2015.

Fine has been imposed by the BSE Limited in some matter for filing the details at later
date with part payment of imposed fine by BSE website. Company assures to make timely
compliances in future.


C. COST AUDITOR:

Provisions of section 148 of Companies Act 2013 are not applicable to the Company and
hence no disclosure is required to be made in this regard.


34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:


No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year to which this financial statement relates
and up till the date of Report. 


35. DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:


There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal that could affect the going concern status and
Company's operation in future. 


36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:


The Company is committed to provide a safe and conducive work environment to its
employees during the year under review. Your Directors further state that during the year
under review there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace as per (Prevention, Prohibition and Redressal) Act, 2013. 


37. APPRECIATION AND ACKNOWLEDGMENT 

Your Directors take this opportunity to express its sincere thanks to all the
employees, customers, suppliers, business associates bankers, investors, lenders,
regulatory and government authorities and stock exchanges for their support. 


  

    

    

  
  

    
Registered Office:
    
By Order of the Board
  
  

    
E-803, Titanium City Centre,
    

  
  

    
Near Sachin Tower, Anand Nagar Road,
    

  
  

    
Ahmedabad-380015.
    
Sanam Surani
  
  

    

    
Company Secretary
  
  

    
Date: 13th August, 2019
    

  
  

    
Place: Ahmedabad