DIRECTORS' REPORT To, The Members, 1.Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016. 2. DIVIDEND The Board has not recommended any dividend for the Financial Year 2015-2016. 3. RESERVES No amount is proposed to be transferred to general reserve for the financial year 2015-2016. 4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR The Company is engaged in the business of trading of all types of goods. During the year under review, the company has earned net profit of Rs. 154907/-. The performance of the company is expected to be better in the coming years. EXISTING BUSINESSES The Company is pursuing the Business of Trading in garments. NEW PROJECTS The Company has not initiated any new project during the financial year under review. 5. CHANGE IN THE NATURE OF BUSINESS There was no change in the nature of business of the company during the financial year under review 6. MATERIAL CHANGES AND COMMITMENTS There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the company and date of this Report. 7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. 8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company has no Subsidiary/ Joint Ventures/Associate Companies. 9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT. The Company has no Subsidiary/ Joint Ventures/Associate Companies 10. DEPOSITS The Company has not accepted any deposits during the financial year under review. 11. AUDITOR'S AND THEIR REPORT Your Directors request that the appointment of M/s VBR & Associates, the Company's Auditors needs to be ratified at this annual general meeting and being eligible offers themselves for ratification. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act 2013. Comments of the Auditors in their report and the notes forming part of the Accounts are self explanatory and need no comments. 12. COST AUDITOR'S AND THEIR REPORT Cost Audit is not Applicable to the company. 13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT The Company had appointed M/s Jain Akshi & Associates, Practicing Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit for the Financial Year 2015-16 and the Secretarial Audit Report is being attached with the Director's Report as Annexure-I which is self explanatory and needs no comments. 14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented as Annexure-II in this report. 15. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 attached as Annexure-III. The requisite certificate from M/s. Himanshu Sharma & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is attached on 'Corporate Governance' is attached as Annexure- IV 16. SHARE CAPITAL A) Issue of equity shares with differential rights The Company has not issued equity shares with differential rights. B) Issue of sweat equity shares The Company has not issued sweat equity shares. C) Issue of employee stock options The Company has not issued employee stock options. D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Since shares of the Company has not purchased by the employees or trustees for their benefits therefore there is no requirement for the provision of money to be made by the Company for the same purpose. 17. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT - 9 (Attached as Annexure - V) shall form part of the Board's report. 18. DIRECTORS: A) Changes in Directors and Key Managerial Personnel There was no changes made in Key Managerial Personnel during the FY 2015-2016. However company has appointed Mr. Gagan Goel & Ms. Nidhi Maheshwari as Independent directors of the company with the approval of shareholders of the company in the AGM Held on 30.11.2015. The Board of Directors in their meeting held on 30.05.2016 has appointed Mr. Rakesh Kumar Singal as Additional Director of the company. B) Declaration by an Independent Director(s) and re- appointment, if any The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 of the Companies Act, 2013. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013. The Board proposes the terms of 5 years for the independent directors and they shall not be liable to retire by rotation. C) Formal Annual Evaluation The evaluation framework for assessing the performance of Directors comprises of the following key areas: • Attendance of Board Meetings and Board Committee Meetings • Quality of contribution to Board deliberations • Strategic perspectives or inputs regarding future growth of Company and its performance • Providing perspectives and feedback going beyond information provided by the management • Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. 19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the financial year 2015-2016 the Board of Directors has met Five (5) times: - 29.05.2015, 14.08.2015, 02.11.2015, 12.11.2015 and 06.02.2016. One meeting of Independent Director on 28.03.2016 20. MANAGERIAL REMUNERATION: None of the employee of the company falls under the provisions of rule pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Since no director of the company was in receipt of any remuneration or commission therefore the company is not required to make disclosure under the applicable provisions of the Companies Act, 2013 21. DISCLOSURE REGARDING VARIOUS COMMITTEES The Company has the following Committees of the Board: 1. Audit Committee At present the committee comprises of three Independent Directors viz Shri Gagan Goel, Shri Bhim Sain Goyal and Smt Nidhi Maheshwari. All the members of the committee are financially literate. Shri Gagan Goel was appointed as Chairman of the Audit Committee. The term of reference of the committee have been revised in conformity with the provisions of section 177 of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 2. Nomination and Remuneration Committee Performance Evaluation Criteria for Independent Directors and Remuneration Policy for Directors, Key Managerial Personnel and other employees The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure VI to the Directors' Report. Further, the Company has devised a Policy for performance evaluation of Directors. The Board of the company has decided that the committee will also be known with the name Nomination and Remuneration Committee as required under Companies Act, 2013. The Committee recommends remunerations, promotions, increments and considers the appointment of Executive Directors as and when required. At present the Nomination and Remuneration Committee of the company comprises of the following members who are Directors of the company: 1. Gagan Goel-Chairman 2. Bhim Sain Goyal 3. Nidhi Maheshwari 3. Stakeholders Relationship Committee: The Board has renamed the 'Shareholders' / Investors' Grievance Committee' of the company with 'Stakeholders' Relationship Committee' as required under Companies Act, 2013.The Board had delegated the power to consider and resolve grievance of security holders of the company to Stakeholders Relationship committee The Stakeholders Relationship committee presently comprises of three Directors viz. Mr. Gagan Goel (Chairman), Mr. Bhim Sain Goyal and Ms. Nidhi Maheshwari. In compliance with the SEBI guidelines the Company has appointed M/s. Skyline Financial Services Pvt .Limited as RTA (Registered Transfer Agent) to look after the share transfer, transmission, transposition ,issuance of duplicate share certificate, share de-materialization / re-materialization etc independently under the supervision and control of the Stakeholders Relationship committee 22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of annual report. 23. RISK MANAGEMENT POLICY In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 contemporary practices of good corporate governance, Company has developed the policies & procedures to assess the risk associated with the Company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management, controls the risk in accordance with the defined policies and procedures adopted by the company. 24. CORPORATE SOCIAL RESPONSIBILITY (CSR) The concept of Corporate Social Responsibility is not applicable to the Company. 25. LISTING The shares of the Company are listed at Delhi, Jaipur, and Bombay Stock Exchange Ltd. 26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The company has given short term loan and advances of Rs. 11,68,725 as on 31.03.2016 27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Company has not entered any contract or made any arrangement with the related parties during the financial year. 28. 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: There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment. 30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: NIL B) Technology absorption: NIL C) Foreign exchange earnings and Outgo:-NIL 31. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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) 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) the directors had prepared the annual accounts on a going concern basis; and (e) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and (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. 32. REVOCATION OF SUSPENSION OF TRADING The securities of the company is currently listed at Bombay Stock Exchange, Delhi Stock Exchange and Jaipur Stock Exchange. The securities of the company was suspended from trading due to non compliance since 28th October, 1996 However, with effect from 29th April, 2016 Bombay Stock Exchange has revoked the suspension and security of the company is available for trading. Revocation at Delhi Stock Exchange and Jaipur Stock Exchange are not required as these stock exchanges has been de-recognized by SEBI. ACKNOWLEDGEMENTS The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future. For and on behalf of the Board of Directors Euro Asia Exports Limited Gagan Goel Director DIN: 07166489 Bhim Sain Goyal Director DIN:02139510 Place: New Delhi Date: 16.06.2016 |