DIRECTORS' REPORT The Directors present their Thirtieth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2015. DIVIDEND: The Directors regret their inability to recommend any dividend for the year under review. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK : The performance of the Company was satisfactory during the year under review. Your Company plans to take the performance to the next level by adopting modern ways and hence your Directors are confident of achieving better working results in the coming years. EXTRACT OF ANNUAL RETURN : The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 has been enclosed with this report. NUMBER OF BOARD MEETINGS : During the Financial Year 2014-15, Five (5) meetings of the Board of Directors of the Company were held i.e. on 24.05.2014, 11.08.2014, 13.11.2014, 06.02.2015,26.03.2015. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES : There are no related party transactions as referred Under Section 188(1) of the Companies Act, 2013 for the Financial Year 2014 - 15. SECRETARIAL AUDITOR : The Board of Directors of the Company has appointed M/s. Siddharth Sipani & Associates, 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 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your Directors informed the provisions of Section 186 of the Companies Act 2013 is not applicable to the Company as the Company is an NBFC Company. CORPORATE SOCIAL RESPONSIBILITY POLICY: Your Directors informed that the Company is not required to abide the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder in relation to the Corporate Social Responsibility as the Company has not covered under any of the conditions / criteria mentioned under Section 135 of the Companies Act, 2013. DECLARATION BY INDEPENDENT DIRECTORS : The Company has received necessary declarations from all the Independent Directors of the Company Under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. BOARD EVALUATION : The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was being conducted. None of the Independent Directors are due for re-appointment. COMMITTEES IN TERMS OF COMPANIES ACT 2013 : During the year under review, the Company formed below mentioned committees in terms of Companies Act, 2013. Audit Committee : In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Audit Committee of the Board of Directors consisting of below mentioned Independent Directors : (i) Mr. Akshay Ranka - (ii) Mr. S.C.Agrawal - (iii) Mrs. Shweta Jejani - Nomination & Remuneration Committee : Chairman (Independent Director) Member (Independent Director) Member (Independent Director) In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration Committee of the Board of Directors consisting of below mentioned Independent Directors : (i) Mr. Akshay Ranka - Chairman (Independent Director) (ii) Mr. S.C.Agrawal - Member (Independent Director) (iii) Mrs. Shweta Jejani - Member (Independent Director) VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of Section 177(9) of the Companies Act, 2013, includes an Ethics comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT: Your Directors are of the opinion that with respect to conservation of energy and technology absorption as perscribed under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, there is no foreign exchange earning, outgo and expenditure. DIRECTORS RESPONSIBILITY STATEMENT : The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP). GAAP comprises mandatory Accounting Standards as prescribed Under Section 133 of the Companies Act , 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed Accounting Standards in the adoption of these standards. The Directors confirm that : i) In the preparation of Annual Accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws. ii) 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 at the end of the financial year and of the profit and loss of the Company for that period. iii) The Directors have taken proper and sufficient care toward 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. iv) The Annual Accounts have been prepared on a going concern basis. v) The Directors have laid down internal financial controls, which are adequate and are operating effectively. vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. DIRECTORS: In view of the provisions of the Companies Act 2013, Shri Rohit Bajaj (DIN 00511745) retires from the Board by rotation this year and being eligible, offers himself for re-appointment. Pursuant to Section 149(4) of the said Act, every listed company is required to appoint at least one third of its Directors as Independent Directors. The Board already has more than half of its Directors in the category of Independent Directors. Further, pursuant to Section 149(10) & (11) of the Companies Act, 2013, an Independent Director shall hold office for a term upto Five (5) consecutive years on the Board and shall not hold office in the Company for more than two consecutive terms of five (5) years each. In view of the same, it becomes necessary to appoint and fix the term of existing Independent Directors of the Company in accordance with Section 149 of the Act and therefore, the Board, in its meeting held on 06th February, 2015 appointed Shri Akshay Ranka (DIN 00235788) and Shri S.C. Agrawal (DIN 00511873) Independent Directors of the Company for a period of 5 (Five) years i.e. from 06th February, 2015 to 05th February, 2020, pursuant to Section 149 of the Companies Act, 2013, subject to the approval of the members/ shareholders of the Company. As required under the Companies Act, 2013 and the rules made thereunder, the same is now put up for the approval of the members at the ensuing AGM of the Company. Necessary details have been annexed to the notice of the Meeting in terms of Section 102 of the said act. The Independent Directors have submitted the declaration of Independence as required Under Section 149(6) of the Act, declaring that they meet the criteria of independence. Further, Smt Shweta Jejani (DIN. 07097052) who was appointed as an Additional Director of the Company by the Board of Directors with effect from February 06, 2015 and who holds office till the date of Annual General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Independent Director, being so eligible and therefore, the Directors recommends to the Shareholders for their approval, the appointment of Smt Shweta Jejani (DIN. 07097052) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (Five) years with effect from the date of approval of her appointment by the Board of Directors, i.e. from 06th February, 2015 to 05th February,2020. Apart from the above, there is no change as regard to the Directorship of the Company. LISTING OF SHARES: The Shares of the Company continued to be listed on the Stock Exchange, Mumbai and Madhya Pradesh. The Company has paid the annual listing fee for the financial year 2015-2016. The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE552H01017 To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL. AUDITORS AND AUDITORS' REPORT : M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for the re-appointment. The observations made by the auditors read together with the relevant notes thereon, are self-explanatory and do not call any comments. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNAL: During the year under review, there are no orders passed by any authorities which impacts the going concern status and company's operations in future. 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 was observed. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: No material changes / events affecting the financial position of the Company occurred between the end of the financial year 31st March, 2015 till date of this report. ACKNOWLEDGEMENT: Your Directors are grateful to Bankers for their continued support, co-operation and assistance during the year. Your Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year. By order of the Board, For TASHI INDIA LTD. S.C. AGARWAL DIRECTOR [DIN:00511873] AKSHAY RANKA DIRECTOR [DIN: 00235788] Registered Office: 254, Pandit Ravi Shankar Shukla Marg, Civil Lines, Nagpur-440 001 Place: Nagpur Dated: 11.07.2015 |