DIRECTORS REPORT DEAR SHAREHOLDER, Your Director have pleasure in presenting the Annual Report and Audited Statement of Account for the financial year ended on 31st March 2015. 1. FINANCIAL RESULT: During the year your Company has achieved a turnover of Rs 44.50 Crores as against46.74 crores turnover Last year and earned net profit of Rs 68.47 Lacs after tax against the 5.92 Lacs during the previous year. 2. DIVIDEND Due to accumulated losses and because of non-availability of sufficient cash fund as well as conserve resource for future, your Directors regret their inability to declare any Dividend for year under review. 3. DEPOSITS: The company has not accepted any Deposit from the Public the year under review. As on 31st March, 2015 no unclaimed deposits are lying with the Company. 4. PARTICULARS OF EMPLOYEES: None of the employees of the Company is drawing remuneration in excess of limit prescribed under Section 197 of the Companies Act,2013 read with rule 5(2) & (3) of the Companies. The information as required by provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1975 is reported to be NIL. 5. STATUTORY AUDITORS At the Annual General Meeting held on September 13, 2014, M/s. S. Somani & Associates, Chartered Accountants, Mumbai were appointed as Statutory Auditors of the company to hold office till the conclusion of 35th Annual General Meeting of the Company. In terms of provision of Section 139 of the companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting. Accordingly, the appointment of M/s. S. Somani & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013. 6. DIRECTORS Shri. Suresh Motilal Jain and Shri. Antriksh Shiv Bhardwaj were appointed as an independent Director of the Company with effect from 6th January, 2015, and they hold office up to the forthcoming Annual General Meeting of the Company. The Company has received notice under the provisions of Section 160 of the Companies Act, 2013 along with the requisite deposit proposing appointments of Shri. Suresh Motilal Jain and Shri. Antriksh Shiv Bhardwaj as Directors of the Company. The resolution to seek approval of shareholders for their appointment have been incorporated in the Notice of the forthcoming Annual General Meeting 7. DIRECTOR’S RESPONSIBILITY STATEMENT In compliance with section 134(3) (c) of the Companies Act, 2013, your Directors confirm: a) That in the preparation of the annual accounts for the Financial year ended 31st March 2015 the applicable accounting standards have been followed and there has been no material departure; b) That the Directors have selected such accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of profit of the company for that year under review; c) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) That the annual accounts have been prepared on a going concern basis. e) That proper internal financial control was in place and that the financial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively 8. SHARE CAPITAL The Authorized capital and paid up Share Capital as on 31.03.2015 was Rs.15, 25, 00,000/- and Rs. 15, 24, 50,000/- respectively. During the year under review, the Company has not increased Authorized Capital as well as Paid Up capital of the Company. 9. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of (Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kavita A. Shah, Practicing Company Secretary, Mumbai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required. 11. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. CORPORATE GOVERNANCE; Compliance of Clause 49 is applicable to the company and therefore the Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms the part of the Annual Report. The requisite certificate from a practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report. 13. EXTRACT OF ANNUAL RETURN The details forming part of extract of Annual Return in Form MGT – 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administion) Rules, 2014, as amended, are annexed as an Annexure B. 14. MANAGEMENT DISCUSSION AND ANALYSIS; 1. Business Segment: The Company has traded in fabrics and hardware items during the year under review. 2. Business Overview: Your Company is currently engaged in the areas of trading, distribution. Import and export of commodities, fabrics and hardware. 3. Internal Control Systems: Our Company has adequate and proper system of internal controls commensurate with the size and business operations to ensure its assets from unauthorized transactions, unauthorized uses or dispositions. We have an Audit Committee of the board of Directors. The Committee meets periodically and supervises the activities to plug the weakness in the System. 4. Human Resources: Human resource is a valuable asset and the Company endeavors to provide an environment that each employee is motivated to contribute his best to achieve the Company’s goals 5. Corporate Sustainability and Responsibility: The Company constantly strives to meet and exceed expectations in terms of the quality of its business and services. The Company commits itself to ethical and sustainable operation and development of all business activities according to responsible care and its own code of conduct. Corporate Social Responsibility is an integral part of the Company’s philosophy and participates in activities in the area of education and health. 6. Cautionary Statement: Statements made in the Management Discussion and analysis describing the Company’s objectives, projections, estimates, predictions and expectations may be ‘forward looking statements’ within the meaning of applicable securities law and regulations. Actual results might differ materially from those either expressed or implied. 7. Compliance: The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Company’s Board of Directors and the Company’s Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/ internal guidelines on a periodic basis. New Instructions/ guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes. The Company has complied with all requirements of regulatory authorities. No penalties/ strictures were imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years except re-instatement fees paid to BSE for revocation of suspension from trading in the Equity Shares of the Company 15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREING EXCHANGE EARNING AND OUTGO: As there is nil expenditure on the points mentioned above no particulars furnished in this report as required under Section 134 (3) (m ) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo. 16. LISTING WITH STOCK EXCHANGES: The Equity shares of the Company were listed with Bombay Stock Exchange Ltd. (BSE). 17. ACKNOWLEDGEMENT: Your Directors wish to place on record their apprecration towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers bankers vendors and members for their continued support and confidence in the Company By Order of the Board For Vishvjyoti Trading Limited Sd/- SURESH JAIN Director Place: Mumbai Date: 20.08.2015 |