DIRECTORS’ REPORT Your Directors have pleasure in presenting the 31st Annual Report of the Company-together with the Audited Statement of Accounts for the year ended 31s' March, 2015. DIVIDEND: The Board of Directors has not recommended any dividend during the year. TRANSFER TO RESERVES: The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss. MANAGEMENT DISCUSSION AND ANALYSIS : The business activities of the Company and all the financial matters has been mentioned and discussed in the Director's Report. There are no other financial matters that requires to be discussed. CAUTIONARY STATEMENT Statement in the Management Discussion and Analysis describing the Company's objectivities, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that would influence the Company's operations include tax laws, interest and economic development and such other factors within the country and the international economic and financial developments. DEPOSITS The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2015 and of the profit/loss of the Company for that year; c. proper and sufficient care was taken for 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. the annual accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; CORPORATE GOVERNANCE Pursuant to Circular No. CFD/Policy Cell/7/2014, dated 15.09.2014 the Clause 49 of the Listing agreement shall not be mandatory for the companies having paid up equity share capital not exceeding Rs 10 crore and Net worth not exceeding Rs. 25 crore, as on last day of the previous financial year. Therefore the provisions of Clause 49 shall not mandatory for the Company, even though Company has taken a requisite steps to comply with the Corporate governance. FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy and Technology Absorption Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. (B) Research and Development The Company at present has no Research and Development Facilities. (C) Foreign Exchange Earnings and Outgo : 1. Foreign Exchange Earnings - Rs. Nil 2. Foreign Exchange Outgo - Rs. Nil PARICULARS OF EMPLOYEES AND RELATED DISCLOSURE None of the employees of the company were in receipt of remuneration exceeding the limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 DIRECTORS & KEY MANAGERIAL PERSONNEL Shri Jugal Kishore Bihani has been appointed as Director of the Company with effect from 29th May, 2013 and Smt Pushpa Devi Jakf has Been appointed as an Additional Director of the Company with effect from 24.03.2015.under section 161 of the Companies Act, 2013 & pursuant to the provisions-of-Article 21 of the Article of Association of the Company and being eligible, offer themselves for appointment as Independent Directors of the Company. In terms of Section 149,152, Schedule IV & other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five(5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is propose to appoint Shri Jugal Kishore Bihani & Smt Pushpa Devi Jaju of your Company for a term five (5) consecutive years commencing from 16th September, 2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES BOARD MEETINGS: The Board of Directors met 7 times during the financial year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report. AUDITORS AND REPORTS M/s Joshi Joshi & Co, Chartered Accountants (Firm Registration Number: 104393W), the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 139(1) of the Companies Act, 2013. AUDITORS' REPORT Note on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2015: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed M/s V. Laxman & Co., Company Secretaries (CP No. 744), to conduct Secretarial Audit for the financial year 2014-15. Secretarial Audit Report issued by M/s V. Laxman & Co., Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report Annexure I. The said report does not contain any observation or qualification requiring explanation or adverse remark. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes or commitments occurring after 30th June, 2015, which may affect the financial position of the Company or may require disclosure INTERNAL FINANCIAL CONTROL The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES During the year under review, the Company has not entered into any contract or arrangement with related parties pursuant to Section 188 of the Act 2013. Hence, enclosing of AOC-2 is not required.. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES: The Company has not given any loans, directly or indirectly or guarantee or provided any securities or made any investments covered under section 186 of the Companies Act, 2013. A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc CORPORATE SOCIAL RESPONSIBILITY POLICY: The provisions relating to Corporate Social Responsibility are not applicable to our Company. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - II 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. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (sweat equity shares) to employees of the Company under ESOS . ACKNOWLEDGEMENT The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management. For and on behalf of the Board of Directors. L. C. Karwa Chairman Place: Mumbai Date: 30/05/2015 |