DIRECTORS' REPORT Your Directors have the pleasure in presenting their 24th Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2015 REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS During the year, the Company has incurred/suffered a loss of Rs. 11.20 lacs before tax as against the loss of Rs. 0.39 lacs in the previous year. Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time. MANAGEMENT DISCUSSION & ANALYSIS Management Discussion & Analysis which forms an integral part of this Annual Report. DIVIDEND In order to conserve the resources of the Company, no dividend has been considered for the year. PUBLIC DEPOSITS During the year, the Company has neither accepted nor invited any deposits and there are no deposits which are either overdue or unclaimed as on March 31st, 2015. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS The Company has neither given any loans nor provided any guarantee to entities as per provisions of Section 186 of the Act. DIRECTOR Mrs. Davinder Bir Kochhar (DIN 01181721), Director retires at the ensuing Annual General Meeting and board recommends her appoint/re-appointment. Mrs. Gurmeet Singh (DIN 00726815), Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment. AUDITORS & AUDITORS' REPORT M/s. P.P. Thukral & Co.,Chartered Accountants (Registration no. 000632N) as Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from M/s. P.P. Thukral & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the limits as prescribed in Section 139 of the Companies act, 2013 and that they are not disqualified for such appointment within the meaning of section141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014. SECRETARIAL AUDITORS Pursuant to Provisions of the Companies Act, 2013, The Company is required to appoint Secretarial Auditors. Mr. Prasant K. Sarkar , Practicing Company Secretary is appointed as Secretarial Auditor of the Company. The secretarial auditors' report for the Year 2014-15 has been received from the Secretarial Auditors. The report does not contain any qualification, reservation or adverse remark. The report is annexed herewith as Annexure-A. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING Particulars required by the section 134( 3 ) (m) of the Companies Act, 2013 ("the Act") read with rule 8 (3) of the companies (Accounts) rules, 2014 and forming part of the Director's Report for the year ended March 31, 2015. (Disclosure of Particulars) are not applicable since there is no such activity being followed by the Company. Conservation of Energy I.Your Company being engaged in financing business and does not have any activity relating to conservation of energy. II. Research & Development (R&D) Specific R&D Activities: There is no Research and Development activity in the Company. Benefits derived as a result of above R&D: N.A. Future Plan of Action: NIL Expenditure on R & D : NIL III. Technology Absorption, Adaptation and Innovation: Efforts in brief made towards Technology absorption etc.: NIL Benefits derived as a result of above: N.A. Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action: N.A. IV. Foreign exchange earnings and outgo During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings. PARTICULARS OF EMPLOYEES None of the Employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed. CORPORATE GOVERNANCE The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Stock Exchanges. The Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure B. A certificate of compliance from M/s P K S & Associates., Practicing Company Secretary and the report on Corporate Governance forms part of this Director's Report. Director's Responsibility Statement Pursuant to Section 134 of the Act, your Directors state that: a In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b the Directors have selected such accounting policies and applied them consistently and have made judgements 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 March 31, 2015 and of the loss of the Company for the year ended on that date; 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 have prepared the annual accounts on a going concern basis; e the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Risk Management : The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The committee will, on quarterly basis, provide status updates to the Board of Directors of the Company. Corporate Social Responsibility The provisions of the Companies Act 2013 with respect to corporate responsibilities are not applicable on the Company. Extract of Annual Return In terms of provisions of Section92 of the Companies Act,2013 read with the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is enclosed as Annexure - C and forms an integral part of this Report. Contracts And Arrangements With Related Parties During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. ACKNOWLEDGEMENT Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government authorities and our Valued customers. The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement. for and on behalf of the Board of Directors (K. P.S. KOCHHAR) CMD (DIN00529230) Place : New Delhi Date : 29.05.2015 |