mysore projects private limited
MYSORE PROJECTS PRIVATE LIMITED
ANNUAL REPORT 2016‐2017
NOTICE Notice is hereby given that the Seventh Annual General Meeting of the Company is scheduled on Wednesday, 20th September, 2017 at 12.00 p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore – 560 055 to transact the following business:ORDINARY BUSINESS 1.
To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss Account for the financial year ended 31st March, 2017 and the reports of the Board of Directors and the Auditors thereon.
2. To appoint the Directors in place of Mr. Roshin Mathew who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 read with Rule 3 of the Companies (Audit and Auditors) Rules, and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendations of the Board, the approval of the Members be and is hereby accorded for the appointment of M/s. B. K. Ramadhyani & Co., LLP, Chartered Accountants (ICAI Firm Registration No. 002878S/S200021) as Statutory Auditors of the Company in place of M/s Harish Vasanth & Associates, Chartered Accountants (Registration No.012361S) from the conclusion of this Annual General Meeting until the conclusion of the Twelfth Annual General Meeting subject to annual ratification by the members at every Annual General Meeting and authorizing the Board of Directors of the Company to fix the remuneration of the Statutory Auditors in consultation with them.” Place: Bangalore Date: 15th May, 2017
By Order of the Board For Mysore Projects Private Limited
Sd/‐ Roshin Mathew Director DIN: 00673926 Registered Office 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar Bangalore-560055
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. 2. Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting.
Mysore Projects Private Limited. CIN: U70102KA2010PTC054771 Regd. Off. : 30 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055 th
Seventh Annual General Meeting on 20th September, 2017 at 12.00 p.m. ATTENDANCE SLIP
(To be handed over at the entrance of the Meeting Hall) CLID/ Folio No. DPID.
: :
No. of Shares held:
I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the Seventh Annual General Meeting of the Company being held on Wednesday, 20th September, 2017 at 12.00. p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560 055 ___________________________ Name of the Member/Proxy (in Block Letters )
______________________ Signature of Member / Proxy
Notes: A member/proxy wishing to attend the meeting must fill up this Attendance Slip and hand it over at the entrance. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company’s Registered Office atleast 48 hours before the meeting. ------------------------------------------------------------------------------------------------------------------------
Mysore Projects Private Limited.
CIN: U70102KA2010PTC054771 Regd. Off. : 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055 Seventh Annual General Meeting on 20th September, 2017 at 12.00 p.m. PROXY FORM CLID/ Folio No. : DPID. : No. of Shares held: I/ We _______________of ______________ in the district of ___________ being Member(s) of Mysore Projects Private Limited hereby appoint ___________ of __________ in the district of ____________ or failing him/her appoint ____________ of _______________ in the district of _________________as my/our proxy to attend and vote for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held on Wednesday, 20th September, 2017 at 12.00 p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore- 560 055 and at any adjournment thereof. ___________________________ Name of the Member/Proxy (in Block Letters )
______________________ Signature of Member / Proxy
Notes: This proxy form duly completed must be received at the Company’s Registered Office at least 48 hours before the meeting
Route Map to the Seventh Annual General Meeting
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, Mysore Projects Private Limited Bengaluru I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mysore Projects Private Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Mysore Projects Private Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by Mysore Projects Private Limited (“the Company”) for the financial year ended on 31st March, 2017 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
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(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;* (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (vi) Other Laws as are applicable to Real Estate Development Company:1. Indian Contracts Act, 1872, Transfer of Property Act, 1882, Registration Act, 1908, Specific Relief Act, 1963 2. State Laws such as Stamp Act, Rent Control Act, Municipal Laws, Rules and Procedures 3. Environment (Protection) Act, 1986, Water (Prevention and Control of Pollution) Act,1974 4. Energy Conservation Act, 2001 and other related State laws such as The Karnataka Lifts, Escalators and Passenger Conveyors Act, 2012
I have also examined compliance with applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India; (ii) The listing Agreement entered into by the Company with the Stock Exchange(s), if applicable;
2
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc, mentioned above subject to the following observations:
Consequent to increase in the paid up share capital and becoming a wholly owned subsidiary ( even though it is a Private Company) of a Listed Company, the company was required to appoint Key Managerial Personnel, Independent Directors and constitute Audit / Nomination & Remuneration Committees of the Board. The Management has affirmed that necessary steps are being taken in this regard. My opinion is based on audit evidence, explanations and information given to me during the audit and the Management Representation Letter is support that there were no specific non-compliances in respect of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above. I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period the company has: 3
-
Increased the Authorised Share Capital and issued further Equity Shares and Compulsorily Convertible Debentures to Brigade Enterprises Limited thereby becoming a Wholly owned Subsidiary of a Listed Company.
Place : Bengaluru Date : 15th May, 2017
Signature: Name of Company Secretary in practice: Aarthi G Krishna FCS No.: 5706 C P No.: 5645
These Laws/Rules/Regulations/Guidelines/Standards are not applicable as the Company is an Unlisted Private Limited Company.
* Note Applicable as there were no instances referred to in this point, during the financial year.
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ANNEXURE-1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2017 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS: 1
CIN
U70102KA2010PTC054771
2
Registration Date
13th August, 2010
3
Name of the Company
Mysore Projects Private Limited
4
Category/Sub-category of the Company
Company Limited by Shares Indian Non Government Company
5
Address of the Registered office & contact details
29th Flr, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore-560 055 Tel: +91 80 41379200 Email: [email protected]
6
Whether listed company
No
7
Name, Address & contact details of the Registrar & Transfer Agent, if any. NA
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY : (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No.
Name and Description of main products / services
NIC Code of the Product/service
% to total turnover of the company
1
Real Estate
681
100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : Name and Address of the company Brigade Enterprises Limited 29th & 30thFlr,World Trade Center,26/1,Brigade Gateway, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore560 055
CIN/GLN
Holding /Subsidiary/Associate
% of Shares held
Applicable Section
L85110KA1995PLC019126
Holding Company
100%
2(46)
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding Category of Shareholders
No. of Shares held at the beginning of the year Demat
Physical
Total
No. of Shares held at the end of the year % of Total Shares
Demat
Physical
Total
% Change during the year % of Total Shares
A. Promoters (1) Indian -
0.00%
b) Central Govt
-
-
0.00%
-
-
0.00%
0.00%
c) State Govt(s)
-
-
0.00%
-
-
0.00%
0.00%
a) Individual/ HUF
10,000
10,000
100.00%
d) Bodies Corp.
-
-
0.00%
e) Banks / FI
-
-
0.00%
f) Any other ( Joint Holding) Sub Total (A) (1)
10,000
10,000
-
0.00% 100.00%
-
-100.00%
-
0.00%
0.00%
-
0.00%
0.00%
0.00%
0.00%
-
0.00%
-100.00%
(2) Foreign a) NRI Individuals
-
-
0.00%
-
-
0.00%
0.00%
b) Other Individuals
-
-
0.00%
-
-
0.00%
0.00%
c) Bodies Corp.
-
-
0.00%
-
-
0.00%
0.00%
d) Any other
-
-
0.00%
-
-
0.00%
0.00%
Sub Total (A) (2)
-
-
TOTAL (A)
-
10,000
10,000
0.00%
-
-
-
0.00%
0.00%
100.00%
-
-
-
0.00%
-100.00%
-
0.00%
0.00%
B. Public ShInstitutions h ldi 1. -
a) Mutual Funds
0.00% 0.00%
b) Banks / FI
0.00%
0.00%
c) Central Govt
-
0.00%
-
0.00%
0.00%
d) State Govt(s)
-
0.00%
-
0.00%
0.00%
e) Venture Capital Funds
-
0.00%
-
0.00%
0.00%
f) Insurance Companies
-
0.00%
-
0.00%
0.00%
0.00%
g) FIIs -
h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1):-
-
-
0.00%
-
0.00%
-
0.00%
-
-
0.00%
0.00%
-
0.00%
0.00%
-
0.00%
0.00%
-
0.00%
-100.00%
2. Non-Institutions a) Bodies Corp.
‐
0.00%
‐
i) Indian
40,00,000
40,00,000
0.00%
ii) Overseas
-
0.00%
-
100.00%
40000.00%
0.00%
0.00%
0.00%
0.00%
b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
0.00%
0.00%
0.00%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
c) Others (specify) Directors
0.00%
Non Resident Indians Overseas Corporate Bodies Foreign Nationals
-
0.00%
-
0.00%
0.00%
-
0.00%
-
0.00%
0.00%
0.00%
0.00% 0.00%
Clearing Members
0.00%
Employees
0.00% -
-
-
0.00%
HUF
0.00% -
-
-
0.00%
0.00%
Trusts
0.00%
0.00%
0.00%
Foreign Bodies - D R
-
-
0.00%
0.00%
0.00%
Sub-total (B)(2):-
-
-
-
0.00%
-
40,00,000
40,00,000
100.00%
40000.00%
Total Public (B)
-
-
-
0.00%
-
40,00,000
40,00,000
100.00%
40000.00%
-
0.00%
0.00%
0.00%
100.00%
39900.00%
C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C)
-
10,000
10,000
-
100.00%
-
40,00,000
40,00,000
(ii) Shareholding of Promoter: NIL (iii) Change in Promoters’ Shareholding (please specify, if there is no change): (iv) Shareholding Pattern of top ten Shareholders : (Other than Directors, Promoters and Holders of GDRs and ADRs) SN
1
Shareholding of each Directors and each Key Managerial Personnel
Date
Reason
Shareholding at the beginning of the year No. of shares
% of total shares
Cumulative Shareholding during the year No. of shares
% of total shares
Ms. Brigade Enterprises Limited At the beginning of the year
01.04.2016
Changes during the year At the end of the year
Allotment & Transfer
40,00,000 40,00,000
31.03.2017
40,00,000
100.00%
100.00%
(v) Shareholding of Directors and Key Managerial Personnel: SN
2
Shareholding of each Directors and each Key Managerial Personnel
Date
Reason
Shareholding at the beginning of the year No. of shares
% of total shares
Cumulative Shareholding during the year No. of shares
% of total shares
Mr. Roshin Mathew At the beginning of the year Changes during the year At the end of the year
01.04.2016 17.09.2016 31.03.2017
5,000 Transfer
* Benificial Interest is held by M/s. Brigade Enterprises Limited
50.00%
0.00%
4,999 1
0.00% 0.01%
1
0.01%
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment. Particulars
Secured Loans excluding deposits
Unsecured Loans
(Amt. Rs./Lacs) Total Indebtedness
Deposits
Indebtedness at the beginning of the financial year i) Principal Amount
-
-
-
ii) Interest due but not paid
-
-
-
iii) Interest accrued but not due
-
-
-
-
-
-
-
-
-
-
-
-
Total (i+ii+iii)
-
Change in Indebtedness during the financial year * Addition * Reduction
-
Net Change
-
-
Indebtedness at the end of the financial year i) Principal Amount
-
ii) Interest due but not paid
-
iii) Interest accrued but not due
-
-
Total (i+ii+iii)
-
-
-
-
-
-
-
-
-
-
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL B. Remuneration to other Directors: NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type
Section of the Companies Act
A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding
Brief Description
Details of Penalty / Punishment/ Compounding fees imposed
Authority [RD / NCLT/ COURT]
Appeal made, if any (give Details)
MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
BOARD’S REPORT Dear Members We have pleasure in presenting the Seventh Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2017. FINANCIAL HIGHLIGHTS: Particulars Income Expenditure Profit/ Loss before tax Tax expense: Deferred Tax Net Profit/ Loss after Tax Other Comprehensive Income Total Comprehensive Income Balance in Profit & Loss Account brought forward from previous year Balance carried to Balance Sheet
2016-17 1.70 (1.70) 0.51 (1.19) (1.19) (0.80)
(Rs. in Lakhs) 2015-16 0.24 (0.24) (0.24) (0.24) (0.56)
(2.00)
(0.80)
FINANCIAL OVERVIEW: Your Company is in the process of commencing its operations. The total expenditure incurred during the year is Rs. 1.70 Lakhs compared to Rs.0.24 Lakhs during the previous year. Your Company incurred loss of Rs. 1.19 lakhs compared to Rs.0.24 Lakhs during the previous year. The total loss carried to the Balance Sheet at the end of the year is Rs.2 Lakhs. HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES: During the Year, Brigade Enterprises Limited was made investment by way of Subscription of shares and acquiring shares of the existing shareholders thereby your Company become a wholly owned Subsidiary of Brigade Enterprises Limited. TRANSFER TO RESERVES & DIVIDEND: There are no profits to either recommend dividend or transfer the same to reserves. FIXED DEPOSITS: The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date.
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MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
SHARE CAPITAL & ISSUE OF SECURITIES: During the year the Authorised Share Capital was increased from the Existing Rs.1,00,000/- (Rupees One Lakh Only) divided into 10,000 Equity Share of Rs.10/- each to Rs.85,00,00,000/- (Rupees Eighty Five Crores only) comprising of 1.
Rs.4,00,00,000 (Four Crores) divided into 40,00,000 Equity Shares of Rs.10/- each
2.
Rs.81,00,00,000 (Eighty One Crores) divided into 81,00,000 0.01% A Series Compulsorily Convertible Preference Shares (CCPS) of Rs.100/- each.
The Paid up Share Capital was increased Existing Rs.1,00,000/- (Rupees One Lakh Only) divided into 10,000 Equity Share of Rs.10/- each to Rs.85,00,00,000/- (Rupees Eighty Five Crores only) comprising of 1.
Rs.4,00,00,000 (Four Crores) divided into 40,00,000 Equity Shares of Rs.10/- each
2.
Rs.81,00,00,000 (Eighty One Crores) divided into 81,00,000 0.01% A Series Compulsorily Convertible Preference Shares (CCPS) of Rs.100/- each.
DEBENTURES: During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of 3 Non-Executive Directors. The Company is in the process of appointing Independent Directors. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Roshin Mathew (DIN: 00673926), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013. BOARD MEETINGS: During the year under review, the Board of Directors of the Company met 6 times on the following dates:
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MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
Dates on which Board Meetings were Held 3rd May,2016 30th August,2016 17th September, 2016 26th October,2016 27th December, 2016 25th January,2017
Total Strength of the Board 2 (Two) 2 (Two) 3 (Two) 3 (Two) 3 (Two) 3 (Two)
No of Directors Present 2 (Two) 2 (Two) 3 (Two) 3 (Two) 3 (Two) 3 (Two)
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the following meetings of the Board & Annual General Meeting: Name of Directors
Board Meetings attended in the financial year 2016-17
Mr. Roshin Mathew Mr. Balaram Menon Mr. M R Jaishankar
6 (Six) 6 (Six) 4 (Four)
Attendance in the 6th Annual General Meeting held on 30th September, 2016 Yes Yes Yes
POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION: The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. There is no remuneration paid to any directors and the directors are not entitled for any sitting fees for attending the meetings of the Board. DIRECTORS RESPONSIBILTY STATEMENT: The Board of Directors hereby confirms that: a)
in the preparation of the annual financial statements for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b)
the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
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MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
c)
the Directors had 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)
the annual financial statements have been prepared on a going concern basis;
e)
there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL: The Company is in the process of starting its operations and the paid up share capital was increased during the year due to which the Company is in the process of designating Key Managerial Personnel. PARTICULARS OF EMPLOYEES: Particulars pursuant to section 134 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not applicable as the Company doesn’t have any employees during the year under review. STATUTORY AUDITORS: The members of the Company at the Fifth Annual General Meeting held on 30th September, 2015 approved the appointment of M/s. Harish Vasanth & Associates, Chartered Accountants (Registration No. 012361S) as Statutory Auditors of the Company for a period of 5 years till the conclusion of Tenth Annual General Meeting, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. M/s. Harish Vasanth & Associates, Chartered Accountants who have been Statutory Auditors for the maximum period allowed under the Companies Act, 2013. The existing statutory auditors cannot continue after the present term. The Board places on record the contribution made by M/s. Harish Vasanth & Associates, Chartered Accountants (Registration No. 012361S) during their tenure as Statutory Auditors of the Company. The Board of Directors have subject to the approval of the members in the ensuing Annual General Meeting approved the appointment of M/s B.K. Ramadhyani & Co., Chartered Accountants (Registration No. 002878S/S200021) as Statutory Auditors from the conclusion of the Seventh Annual General Meeting for a period of five years. The resolution relating to appointment of statutory auditors appointment is part of the notice of the Seventh Annual General Meeting for member’s approval.
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MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2017 which require any explanation from the Board of Directors. SECRETARIAL AUDIT REPORT: The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct the Secretarial Audit for the financial year 2016-17 and her Report on Company’s Secretarial Audit is appended as Annexure-1 to this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: No loans, Guarantees and Investments are provided as per provisions of Section 186 of the Companies act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions undertaken during the financial year 2016-17 as detailed in the notes to accounts of the financial Statements which are carried out at arm’s length basis and in the normal course of business. EXTRACT OF ANNAUL RETURN: In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2016-17 in Form No. MGT-9 is appended as Annexure-2 to this Report. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which affects the financial position of the company. SIGNIFICANT OR MATERIAL ORDER: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEMS: Your Company is in the process of being operational and the Internal Financial Control Systems pertaining to the financial statements are reviewed by the Board regularly and there is no significant weakness.
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MYSORE PROJECTS PRIVATE LIMITED CIN: U70102KA2010PTC054771 Regd. Office: 29 Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Phone: +91-80-4137 9200, Fax : +91-80-2221 0784 th
RISK MANAGEMENT: The Board of Directors continuously evaluate the risks and a details risk management policy will be framed on commencement of the operations of the Company. CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31st March, 2017. CONSERVATION OF ENERGY, EARNINGS AND OUTGO: A.
TECHNOLOGY
ABSORPTION,
FOREIGN
EXCHANGE
CONSERVATION OF ENERGY:
The company has not commenced the operations and therefore there is no consumption of energy. B.
TECHNOLOGY ABSORPTION: NIL
C.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has neither earned nor used any foreign exchange. HUMAN RESOURCES: There are no employees on the rolls of the Company at present. ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and co-operation as the Company is entering the next league of growth.
By order of the Board For Mysore Projects Private Limited
Sd/Place: Bangalore Date: 15th May, 2017
M R Jaishankar Director
DIN: 00191267
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Sd/Roshin Mathew Director
DIN: 00673926
