DIRECTORS' REPORT To The Members: Your Directors have pleasure in submitting the 32nd Annual Report of the Company together with the audited Annual Accounts showing the financial position of the Company for the year ended on 31st March 2015. The State of Company's affairs and Financial Results: The Company is an investment and finance Company and has invested funds in Shares, Securities, Venture Capital Fund, Properties, Loans and Advances. Dividend and Transfer to Reserves: Your Directors do not recommend any dividend for the year ended on 31st March 2015. An amount of Rs. One Lac has been transferred from surplus balance in Statement of Profit And Loss to general reserve during the year. Directors and Key Managerial Personnel: Mrs. S. Tulsyan retires from the Board by rotation and being eligible offers herself for re-appointment as director. Considering its limited operations and budget constraints, the Company is looking for Key Managerial Personnel who are willing to join at reasonable terms and simultaneously is in the process of developing adequate infrastructure and support facility for the same. These appointments shall be made at the earliest possible time. During the year five board meetings were convened and held. The Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. Apart from sitting fees paid to independent director no other remuneration is paid to directors. Commensurate with very limited size of operations of the company the Board has, on recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors and Senior Management and their remuneration. As per company's policy the independent director should possess fair professional qualification, sound ethics and attributes and should meet the criteria of independence. Commensurate with very limited size of operations of the company, the Board, on recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its Committees, individual directors and chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, composition of Board and its committees, culture,execution and performance of specific duties, obligation and governance. Particulars of loans, guarantees or investment: The Company, a non banking finance company registered with Reserve bank of India, is engaged in investment and lending activities. The provisions of section 186 of the Companies, Act 2013 are not applicable to it. Audit Committee: The Company has constituted an audit committee with Mr. S Rathi as chairman, Mr. K K Agrawal as independent member and Mr. Ashok S Tulsyan as director. All recommendations of audit committee have been accepted by the board. Directors' Responsibility Statement: To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(C) of the Companies Act, 2013: a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. That 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 and loss of the company for that period; c. That the directors had taken proper and sufficient care 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. That the directors had prepared the annual accounts on a going concern basis; and e. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Auditors: M/s Mittal & Mittal, Chartered Accountants, retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to act as auditor and confirmed that their appointment, if made, would be in conformity with section 141 of the Companies Act, 2013. Risk Management Policy: Commensurate with its very limited size of operations the Company is keeping a close watch on the trends in industry for lending of funds and making investments. It is also taking into account the possible threats due to external factors. Corporate Social Responsibility: It is your company's belief that its primary goal is to fulfill responsibility towards its all constituents i.e. shareholders, customers, government, regulatory bodies, etc. The company maintains fair and ethical practices in its dealings as part of its social responsibility. Further provisions of section 135 of the act are not applicable to the company. Vigil Mechanism/Whistle Blower Policy: Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse action against those who report such practices in good faith. The Whistle-Blower Policy is disclosed on the website of the Company. Extract of Annual Return: In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith. Other Information: The disclosure under Section 197 of the Companies Act, 2013 has been annexed to this report. The company has no employee of the category specified in Section 197(12) of the Companies Act, 1956. There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their Auditor's Report. The Company has not consumed any significant quantity of energy; therefore no comments are made on conservation of energy and technology absorption. There has been no foreign exchange income/outflow during the year under review. The provision of cost audit is not applicable to the Company. There have been no material changes and commitments, if any, affecting the financial position of the company, which have occurred between the end of the financial year and date of the report. The company has not entered into any contracts or arrangements with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013. The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. The Company has the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. The company is following the guidelines of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There have been no cases reported during the year. The Secretarial Audit Report for the financial year 2014-15 is set out in the Annexure to this Report. The observations and remarks made in the Report are self explanatory and have been dealt in the Board Report and need not further elucidation. The scale of company's operations is not large. The Company is giving effect to various compliances applicable to it and adopting policies commensurate with its limited size of operations. The board places on record its appreciation for the continued support and co-operation extended by employees, customers, bankers and all other constituents. On behalf of the Board Sanju Tulsyan Director A. Tulsyan Director Mumbai, 29th May, 2015 |