DIRECTORS' REPORT The Members Your Directors have pleasure in presenting the Thirty First Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015. OPERATIONS: During the year under review the Company restricted its major activities to investments activities only. During the year the Company had started the activities of arbitrage in National Spot Exchange Ltd., the commodity exchange, through broking firm, Motilal Oswal Commodity Brokers Pvt. Ltd. in the month of April.2013. As per the nature of activities, the funds placed were regularly returned by the Exchange up to July, 2013. However, since then, the entire amount was stuck and the recoveries have declined substantially. As per the information with the Company, some kind of financial fraud has taken place with the said commodity exchange and amounts running into thousands of crorcs of rupees have been stuck with the said commodity exchange. At the end of the year under reporting, an amount of Rs. 50,37,030/- of the Company has remained to be recovered from the said commodity exchange. The Company has also lodged a complaint together with the said broking firm and all other affected parties. As the entire amount was placed with the said commodity exchange, the Company is hopeful of recovering the same within a short period. At the same time, the Company also believes that there may be difficulty in recovering the entire amount and hence a Provision of Doubtful Debts Is made to the extent of 5 %of the amount remaining outstanding at the end of the year. DIVIDEND: The Directors do not recommend any dividend for the financial year under review. RESERVES There is no amount has been proposed to carry to Reserves. DEPOSITS: The Company has not accepted any deposits from the Public. MEETINGS OF THE BOARD The Board of Directors duly met Seven limes on 19th May, 2014, 20th June,2014, 31st July,2014, 15th September, 2014,21st October, 2014,30th December, 2014 and 11th February,2015. DIRECTORS' RESPONSIBILITY STATEMENT [SECTION 134 (5)] Your Directors State that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; b) 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 of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS: The Auditors, M/s. H. Diwan & Associates, Chartered Accountants, will retire at the forthcoming Annual General Meeting and are eligible for re-appointment They have furnished a certificate to the effect that proposed re-appointment, if made, will he in accordance with Section 139 of the Companies Act, 2013. The Audit Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR The Board has appointed Mr, Prashaut Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DIRECTORS AND KEY MANAGERIAL PERSONNEL Shri. Shreyas Mehta, director of the company, retire by rotation by virtue of the provisions of the Companies Act, 2013 but being eligible offer himself for re-appointment. Mrs. Nilima Mehta was appointed as an Additional Director of the Company w.e.f. 11th February, 2015. Further pursuant to Section 161 of the Companies Act, 2013, Mrs. Nilima Mehta, holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice along with the deposit of requisite amount from the member of the Company for her appointment as Directors of the Company. During the year, Mr. Kirit Mehta and Mr. Dilip Dalai have been appointed as an Independent Directors for the terms of 5 years. Mr. Venu Kalikkol has been appointed as Chief Financial Officer of the Company with effect from 15th September.2014 and he resigned as Chief Financial Officer of the Company with effect from 30th May,2015. Mr. Ashay Mehta has been appointed as Chief Financial Officer of the Company with effect from 30th May, 2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company. The following policies of the Company are put up on the website of the Company: a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings 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 die board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors 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 committees and individual directors was also discussed. 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 in the design or operation were observed. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES. There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However Company had avail professional service from Mr. K P Mehta, Independent director of the Company which is in the ordinary course of Business and on an arm's length basis. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information as per Section 134{3)(m) of the Companies Act 2013 and the rule 8(3) of the Companies (Accounts) rules, 2014. The following information is furnished for the year ended 31st March, 201S. Particulars with respect to Conservation to Energy - Not Applicable Particulars with respect to Absorption of Technology - Not Applicable Foreign Exchange Earnings and Outgoings -Nil PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The particulars of employees required tu be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure II to this Report- However, as per the provisions of Suction 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Corporate Office of the Company. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report CORPORATE RESPONSIBILITY STATEMENT (CSR): Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters. DISCLOSURES: AUDIT COMMITTEE The Audit Committee comprises Independent Directors namely of Mr. Kint P Mehta, Mr. Samir M Mehta and Mr. Dilip N Dalai. The Chairman of the Committee is Mr. Klrit P Mehta .All the recommendations made by the Audit Committee were accepted by the Board. VIGIL MECHANISM The vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the listing agreement, includes an ethics & compliance task force comprising senior executives of the company. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the task force or to the chairman of the audit committee. CORPORATE GOVERNANCE As per the SEBI CIRCULAR NO CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the new clause 40 is applicable to the companies having paid up equity share capital of Rs. 10 crores or above and net worth of Rs. 25 crores or above as on last day ot previous financial year. As the company's paid up equity share capital is less than Rs.10 crores and net worth is less than Rs. 25 crores, the revised clause 49 is not applicable to the company GENERAL Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1) No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate on the date of this report 2) The company does not have any risk management policy as the elements of risk threatening the company's existence is very minimal. 3) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company's operations in future. 4) Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at workplace (prevention, prohibition and redressal) act. 2013. ACKNOWLEDGEMENT your directors take this opportunity to thank all employees of the company for their hard work, dedication and commitment and appreciate the co-operation received from the bankers and other government authorities during the year under review. For and, on behalf of the Board Shreyas Mehta Chairman (din no: 00211592) Place: Mumbai Date: 4th August 2015 |