BOARD'S REPORT To The Members, WHITEHALL COMMERCIAL COMPANY LIMITED a. Your Directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. b. OPERATIONS: During the year under review, your Company has not carried out any activities. However there was no change in nature and business activities of the Company during the year under review. c. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES OR JOINT VENTURE COMPANIES; During the year under review, the Company did not have Subsidiary or Joint venture Company. The performance and financial position of associate company for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report. d. DIVIDEND: Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review. e. TRANSFER TO RESERVES: In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. f. REVISION OF FINANCIAL STATEMENT: There was no revision of the financial statements for the year under review. g. 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 famishing of details of deposits which are not in compliance with the Chapter V of the Act is not required to be furnished. h. DISCLOSURES UNDER SECTION 134(3)0) OF THE COMPANIES ACT, 2013: Except as disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which could affect the Company's financial position. i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls. j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES The Company has not entered into any transactions/contracts/arrangements entered by the Company with related party/parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review. 1. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES: Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been furnished in Annexure II which forms part of this report. m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. n. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. o. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT, 2013: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. 2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT: Since as per the Audited Accounts of your Company as at 31st March, 2014, the paid-up Equity Capital and Net worth of your Company, does not exceed the prescribed limits as stipulated under the Listing Agreement, the Company is not required to furnish Management Discussion and Analysis Report and Corporate Governance Report. 3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rohit Shah (DIN: 00217271) will retire by rotation at the ensuing Annual General Meeting. Mr. Rohit Shah, being eligible, has offered himself for re-appointment. During the Financial Year 2014-15, Mr. Rohit Shah was appointed as Key Managerial Personnel designated as Whole time Director of the Company with effect from 12th February, 2015 subject to the approval of Shareholders at the 29th Annual General Meeting. The Board of Directors recommends his approval. None of the Directors of the Company has resigned as Director of the Company. b. DECLARATIONS BY INDEPENDENT DIRECTORS: The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company. 4. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES a. BOARD MEETINGS: The Board of Directors met 4 times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The dates on which the Board of Directors met during the financial year under review are as under: 1. 27th May, 2014 2. 12th August, 2014 3. ^November, 2014 4. 12th February, 2015 b. 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 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; c. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act. The composition of the committee is as under: 1. Mr. Dharmendra Mehta, Chairman, 2. Mr. Yogesh Kapadia, Director and 3. Mr. Rohit Shah, Director The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. Major criteria defined in the policy framed for appointment of the Directors including criteria for determining qualifications, positive attributes, Independence, etc are as under: I. Selection of Directors and Key Managerial Personnel: In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below: a. by way of recruitment from outside; b. from within the Company hierarchy; or c. Upon recommendation by the Chairman or other Directors. The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment. In case of Non-Executive Directors the selection can be made in either of the ways given below: a. By way of selection from the data bank of Independent Directors maintained by the Government. b. Upon recommendation by Chairman or other Directors. II. Qualifications. Experience and Positive Attributes Of Directors a. While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business. b. In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment. c. The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind. III. Independence of Directors: While making appointment of directors, following principles shall be observed by the Board, as far as practicable: a. There shall be a proper mix of Executive and Non-Executive Directors and Independent and non-independent directors on the Board. The Company shall always be in compliance of the provisions of Section 149 of the Companies Act, 2013, as amended from time to time, in this regard. b. There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal etc. c. While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to Business of the Company. d. No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors. While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed. d. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of: 1. Mr. Yogesh Kapadia, Chairman, 2. Mr. Rohit Shah, Director and 3. Mr. Dharmendra Mehta, Director The scope and terms of reference of the Audit Committee have been amended in accordance with the Act. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee. e. STAKEHOLDERS RELATIONSHIP COMMITTEE: As per section 178(5) of the Companies Act, 2013, your Company is not required to constitute Stakeholders Relationship Committee. f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company 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. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. g. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. h. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD: Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Board's performance, performance of the Chairman and other non-independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee is as below: • Ethics and values, • knowledge and proficiency, • diligence, • Behavioral traits and • Efforts for personal development Similarly, performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. i. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: None of the Directors was in receipt of remuneration during the year under review. 5. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as under: a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015: The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 3T" MARCH 2015: As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. Pratik M. Shah, Company Secretaries have been appointed to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by Pratik M. Shah, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. Pursuant to the Section 134(3) of the Companies Act, 2013 and with respect to the observation made by the Secretarial Auditors of the Company on the compliance of Laws/Acts, the Board of Directors states as under; i. Non appointment of Women Director ii. Non appointment of Internal Auditor and iii. Non-compliance of clause 54 of the Listing Agreement (non-maintenance of website by the Company Management Response: The Company is in process of taking necessary steps to comply with the above mention observation raised in the Secretarial Audit Report. c. RE-APPOINTMENT OF STATUTORY AUDITORS: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. HMA & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. HMA & Associates, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years i.e. from the conclusion of this Annual general meeting till the conclusion of 34th Annual general meeting. Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members. 6. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report b. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. During the year under review, the Company has neither earned nor used any foreign exchange. c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V): The Company has not paid any remuneration to it directors during the year under review. 7. ACKNOWLEDGEMENTS AND APPRECIATION: Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. For and on behalf of the Board YOGESH KAPADIA DIRECTOR DIN: 00216556 ROHIT SHAH DIRECTOR DIN: 00217271 Date: 11™ August, 2015 Place: Mumbai Registered Office Office No. 1, First floor, Rangbhavan (Patel House), M. G. Cross Road, Near Bank of Baroda, Vile Parle (E), Mumbai- 400057 CIN: L51900MH1985PLC035669 Tel No.: 022-26191266 Fax No.: 022-26191269 Mail: sofotel@,yahoo.com |