DIRECTORS REPORT Your Directors have pleasure in presenting the Twenty Third Annual Report together with audited accounts for the year ended 31.03.2015. FINANCIAL OVERVIEW: During the year under review, the total revenue of your company was Rs.13,368,767/- as compared to previous year revenue of Rs.11,122,935/-. The net profit for the year after tax is Rs.13,20,239/- as against previous year profit of Rs.20,61,771/-. DIVIDEND: In order to conserve reserves / profit for the growth of the company, your Directors do not recommend any dividend. DEPOSITS: The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 is attached as Annexure "A". SHARE CAPITAL: The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. MATERIAL CHANGES AND COMMITMENTS: No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report. INTERNAL FINANCIAL CONTROLS: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL: No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186: The Company has not provided any loans, guarantees nor made investments covered under Section 186 of the Companies Act, 2013. BOARD OF DIRECTORS AND ITS COMMITTEES: A. Composition of the Board of Directors The Board of Directors of the Company comprises four Directors of which two are Non-Executive Independent Directors in terms of Clause 49 of the listing Agreement and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In terms of Section 152 of the Companies Act, 2013, Mr. T Ashok Raj, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his continuation. B. Meetings The Board of Directors met 4 times during the year under review and the gap between two Board meetings were not more than 120 days. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review. C. Committees of the Board During the year under review, the terms of reference of the Committee were aligned with the requirements of Clause 49 of the Listing Agreement and the provisions of Companies Act, 2013. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report. D. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, performance of the Chairman and other Non-independent Directors. The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors. E. Directors' Responsibility Statement In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and no material departure have been made. b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 of the Company for that period ; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on going concern basis. e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively. f) 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. G.C.DAGA & Co, Chartered Accountants, Chennai (FRN: 000668s), Statutory Auditors of the company, were appointed in the 22nd Annual General Meeting of the Company for a term of three years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013, subject to ratification by shareholders in every subsequent Annual General Meeting. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors for the financial year 2015-2016. SECRETARIAL AUDIT Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report. REPLY TO SECRETARIAL AUDITOR REMARKS: Your Company is taking necessary steps to appoint a Company Secretary in terms of Section 203 of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY POLICY: The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility. VIGIL MECHANISM: In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. MANAGEMENT ANALYSIS & REVIEW REPORT: In accordance with the requirements of the Listing Agreement, the Management analysis & review report is attached and forms part of this report. CORPORATE GOVERNANCE: Detailed Report on the Corporate Governance and a certificate from M/s. G.C. Daga & Co, Chartered Accountant, affirming Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: All transactions entered by the company with Related Parties were in the ordinary course of business and at arm's length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Details of the transactions are provided in Form AOC-2 which is attached as Annexure "C". RISK MANAGEMENT: Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. PARTICULARS OF EMPLOYEES: None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost. KEY MANAGERIAL PERSONNEL: Mrs. M Sunita, Director, was appointed as Chief Financial Officer (CFO) of the Company with effect from 30th October, 2014 in terms of Section 203 of the Companies Act, 2013. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow. CODE OF CONDUCT: As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report. ACKNOWLEDGEMENT Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management. By order of the Board for GYAN DEVELOPERS & BUILDERS LIMITED T. Ashok Raj Managing Director. (DIN: 00575471) M. Sunita Director & CFO (DIN: 01751554) Place : Chennai Date : 30-07-2015 |