DIRECTORS' REPORT Dear Members, 1. Your Directors have pleasure in presenting this Twenty Third Annual Report together with the Audited Accounts for the year ended on 31st March, 2015. 2. DIVIDEND: No Dividend recommended by the Directors. 3. RESERVES: No amounts proposed by to the board to treamster to any reserve. 4. Brief description of the Company's working during the year / State of Company's affair. The company has only one division. The working of the company is not satisfactory but the directors expect the very good future of the company. CHANGE IN THE NATURE OF BUSINESS, IF ANY 5. CORPORATE GOVERNANCE AND MANAGEMENT ANALYSIS : The corporate governance and Management Analysis Report of the company have been sepratelly given in the Annexure to the Directors Report. 6. No change in the nature of company durithg the year. 7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. No such orders passed during the year. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. There is adequate internal controls implemented. 9. Details of subsidiary / Joint ventures / Associate Companies. No Subsidiary / Joint Ventures / Associate Companies. 10. Performance and financial position of each of the subsidiaries, associates and joint veture companies included in the consolidated financial statement. - Not Applicable - 11. Deposits : The details relating the deposits, covered under Chapter V of the Act - (a) accepted during the year NIL (b) remained unpaid or unclaimed as at the end of the Year NIL (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cased and the total amount involved - NIL (i) at the beginning of the year NIL (ii) maximum during the year NIL (iii) at the end of the year NIL The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL 12. Statutory Auditors M/s. Surendra Kumar Jain & Co., Chartered Accountants, having FRN No. 127295W the company's auditors retire, at the conclusiong of the ensuring Annual General Meeting, They have signfied thair willingness to accept reappointment and have further confirmed their eligibility under, Sec. 224(1 B) of the Companies Act, 1956. Members are requested to appoint Auditors for the current year and to fix their remuneration. 13. Auditor's Report There is no qualification reported by the Statutory Auditor during the year. 14. Share Capital A) Issue of equity shares with differential rights : NIL B) Issue of sweat equity shares : NIL C) Issue of employee stock options : NIL D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees : NIL 15. Conservation of energy, technology absorption and foreign exchange earnings and outgo A) Conservation of energy (i) Adequate steps taken by the company for lower contervation of energy. (ii) No Steps taken for utilisation of alternet soure of energy. B) Technology absorption : (i) Adequate efforts made towards technology absorption ; (ii) Adequate steps taken for cost redution etc. (iii) No technology imported. C) Foreign exchange earnings and outgo : NIL 16. Corporate social responsibility (CSR) : Not Applicable to the Company. 17. Directors : A) Changes in Directors and Key Managerial Personnel Mr. V. C. Shah and Mr. K. M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting. B) Declaration by an Independent Director(s) and re-appointment. We Vinod Shah, Kirtibhai Jogani, Pravinbhai the indepedent directors hereby declaire that we meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. C) Formal Annual Evaluation The Board is trying its best to improve the performance of the company. 18. Number of Meeting of the Board of Directors : 7 Times 19. Audit Committee: The Board has accepted all the recommendations of the Audit Committee. 20. Details of establishment of vigil mechanism for directors and employees The Adequate establishment of vigil mechanism for directors and employee to exists. 21. Nomination and Remuneration Committee : The reasonable policy formulated by nomination and remuneration committee. 22. Particulars of loans, guarantees or investments under section 186 : NIL 23. Particulars of contracts or arrangements with related parties : NIL 24. Managerial Remuneration : A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL C) Any director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company shall recive any remuneration or commission from any Holding Company or Subsidiary Company of such Company : NIL 25. Secretarial Audit Report : A Secretarial Audit Report given by Meenu Maheshwari (FCS), a company secretary in practice annexed with the Report. 26. Risk Management Policy : Development and Implementation of a risk management policy for the company Including Identification therein of elements of risk, If any, which In the opinion of the Board In the existence of the company. 27. Director's Responsibility Statement : The Director's Responsibility Statement referred to the clause (c) of sub-section (3) of Section 134 of the Comapnles Act, 2013, shall state that - (a) In the preparation of the annual accounts, the applicable accounting standards has been followed alongwlth proper explanation relating to material departures. (b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates aht are reasonable and prudent so as to give a ture 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) the directors has 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 frud and other irregularities; (d) the directors had prepaed the annual accounts on the going concern basis, and (e) the directors, in the case of a listed company, has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were opening 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. 28. Acknowledgements : your Director's would like to express their gratitude and thanks to the Bankers, Customers and Business Associates of the Company for their Continuous support and cooperation. APPRECIATION : Your directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all employees which has enabled the company to complete an excellent year. M. J. Shah Chairman D. M. Shah Mg.Director Ahmedabad. April 30th, 2015 |