DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present Twenty Fourth Annual Report together with the Audited Financial Statements for the financial year ending 31st March 2015. DIVIDEND In order to strengthen the financial position of the company the Board of Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2015 and plough back the profits of the company in its business. TRANSFER TO RESERVE The company does not propose to transfer any amount to reserve PERFORMANCE The total revenue for the financial year under review is Rs. 172.69 Lacs against Rs. 161.87 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.1.34 Lacs in comparison to the previous year Profit after Tax of Rs. 0.07 Lacs. The directors are hopeful for better performance in the ensuing years. WEBSITE OF THE COMPANY The Company maintains a website www.paqariaenerqy.com KEY MANAGERIAL PERSONNEL The Board appointed Mr. Ranjit Singh Pagaria as "Chief Financial Officer" of the Company w.e.f 30th Sep tember, 2014 on recommendation of Nomination and Remuneration Committee and approval of Audit Committee. The Board appointed Mr. Sanjay Kumar Bhansali as Independent Director of the Company w.e.f 14th August, 2014 on recommendation and approval of Audit Committee. The Board appointed Miss Sudha Jain as "Company Secretary & Compliance Officer" w.e.f 10th September. 2014 on recommendation of Nomination and Remuneration Committee (Up to 1st December, 2014). The Board appointed Miss Sudha Sharma as "women Independent Director" w.e.f 31st March, 2015 on recommendation of Nomination and Remuneration Committee (Up to 30th May, 2015). DIRECTORS In accordance with the articles of the Company and the provisions of the Companies Act, 2013, Mr. Rajesh Kumar Pagaria will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment on the Board of your Company. Your Directors recommend his re-appointment. EXTRACT OF ANNUAL RETURN The Extracts of the Annual Return for the financial Year 2014-15 as stipulated in MGT-9 pursuant to sub-section 3 of section 92 of the Companies Act, 2013 and sub rule 1 of rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure I which forms part of this Report AUDIT COMMITTEE The Composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee. DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given declaration to the Company stating their independence pursuant to sub-section 6 of Section 149 of Companies Act, 2013 and the same have been placed and noted by the Board in its meetings held on 30th May, 2015 ANNUAL EVALUATION OF BOARD'S PERFORMANCE According to Clause 49 of the Listing Agreement and Schedule IV of the companies Act, 2013 a meeting of the Independent Directors is required to be held to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly a separate meeting of Independent Directors was held on 30th March, 2015 wherein the performance of the Non-Executive Directors and the Boards as a whole was evaluated. LISTING OF SHARES Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange and the Company has paid the listing fees in pursuant to Clause 38 of Listing Agreements. SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES The Company does not have any subsidiary/associate/joint venture company for the year ended 31st March, 2015. STATUTORY AUDITORS The Auditors of the Company M/s. H.R. AGARWAL & ASSOCIATES, Chartered Accountants (Firm Registration No. 323029E) have been appointed at the Annual General Meeting on 30th September 2014. The Company has received consent of the Auditors for Confirmation of office for the current year. The observations of the Auditors as referred to in the Auditor's Report are suitably explained in the notes to the account. SECRETARIAL AUDITOR The Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice. The Board in its meeting held on 30th September, 2014 has therefore appointed M/s M.R Associates, (Certificate of Practice No 11132) as the Secretarial Auditor for the financial year ending 31st March, 2015. The Secretarial Auditor's report for the financial year ending 31st March, 2015 is given in Annexure III, which forms part of the report. COMPLIANCE WITH THE ACCOUNTING STANDARDS The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance is annexed hereto. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that I. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. II. The directors have selected such accounting policies and applied then 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 31st March, 2015 and of the Profit of the Company for the year ended on that date; III. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of those Acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. IV. The annual accounts have prepared on a going concern basis. V. 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 VI. 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. PUBLIC DEPOSITS During the year, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid up share capital, and free reserves including Securities Premium Account or one hundred per cent of its free reserves including securities premium Account, which is more, as prescribed in Section 186 of the Companies Act, 2013 PARTICULARS OF EMPLOYEES None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 134(3)(m) of the Companies Act, 2013, read with rules made there under, the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning & Outgo is given in Annexure II. Which forms a part of this ReportRs. ACKNOWLEDGEMENT Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Company's bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels. On behalf of the Board of Directors Rajesh Kumar Pagaria Managing Director Ranjit Singh Pagaria Director Place: Delhi Date: 30th May, 2015 |