AFFLUENCE

Directors Report

Dear Shareowners,

Your Directors are presenting the Annual Report, together with the audited accounts for the financial year ended March 31, 2015.

 Key Financial Highlights

The Financial results of the Company are summarised below: (Amount in Rupees)

Share Capital

The paid up Share Capital of the Company as on March 31, 2015 was Rs. 5,33,68,177/- consisting of 2,30,000 Equity Shares of Rs. 10/- each  and  5,10,68,177 Preference Shares of  Rs. 1/- each.  During the year under review, the Company has not issued any shares.

Deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

During the year under review, the company has not advanced any loans / given guarantees / made investments.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, there are no companies which has become / ceased to become a Subsidiary / Joint Venture / Associate company of the Company.

Directors

Shri K. V. Srinivasan (DIN: 01827316) ceased to be the Director with effect from October 8, 2014.  Your Directors place on record its appreciation for guidance and services rendered to the Company by him.

Shri Ajay Pugalia (DIN: 07077669) was appointed as an Additional Director with effect from January 28, 2015.  He will hold office till the ensuing Annual General Meeting (AGM).  The Company has received notice in writing from a member proposing his candidature for the office of the Director liable to retire by rotation.

Further, in terms of provisions of the Act, the Company appointed Shri S. K. Agrawal (DIN: 00400892) and Shri Anil Verdia (DIN: 07134556) as Additional Directors under the category of Independent Directors of the Company w.e.f. March 25, 2015. Company has received declaration from them confirming that they meet the criteria of independence as prescribed under the Act. They will hold office till the ensuing AGM. The Company has received notice in writing from the members proposing their candidature for their respective offices of the Independent Director of the Company.

In terms of the provisions of the Act, Shri Lav Chaturvedi (DIN: 02859336), Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Key Managerial Personnel

During the year under review, Ms. Shaily Ranjan Gupta was appointed as the Company Secretary of the Company with effect from January 8, 2015 and was designated as the Key Managerial Personnel of the Company as per the requirements of the Act.  On August 4, 2015, Ms. Shaily Ranjan Gupta resigned as the Company Secretary of the Company.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

i.             In the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii.            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 as at March 31, 2015 and of the loss of the Company for the year ended on that date;

iii.           The Directors had 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;

iv.           The Directors had prepared the annual financial statements for the financial year ended March 31, 2015 on a going concern basis; and

v.            The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

There were no materially significant related party transactions made by the Company with Directors which may have a potential conflict with the interest of the Company at large. None of the Director has any pecuniary relationship or transaction vis-a-vis the Company.

Material changes and Commitments if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report.

Meetings of the Board

During the year, thirteen Board Meetings were held on June 26, 2014, July 29, 2014, August 3, 2014, August 4, 2014, August 7, 2014, August 16, 2014, August 20, 2014, September 25, 2014, October 8, 2014, November 18, 2014, January 8, 2015, January 28, 2015 and February 24, 2015.

Composition of Board Level Committees:-

a.      Board Audit and Compliance Committee

In terms of Section 177 of the Companies Act, 2013, the Board Audit and Compliance Committee was re-constituted by the Board of Directors of the Company on March 25, 2015.

The Committee consists of Independent Directors namely Shri S. K. Agrawal and Shri Anil Verdia and Non Independent Director Shri Lav Chaturvedi, as members.  All the members of the Committee possess financial / accounting expertise / exposure. The Audit and Compliance Committee functions in accordance with Section 177 of the Companies Act, 2013.

b.      Board Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013, the Board Nomination and Remuneration Committee was constituted by the Board of Directors of the Company on March 25, 2015.

The Nomination and Remuneration Committee of the Board consists of Independent Directors namely Shri S. K. Agrawal and Shri Anil Verdia and Non Independent Director Shri Lav Chaturvedi, as members.

Auditors and Auditors Report

M/s. Pathak H.D. & Associates, Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Pathak H.D. & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified for appointment as statutory auditors of the Company.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Extract of Annual Return

The extract of the Annual Return of the Company in Form MGT-9 is attached as Annexure A to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable. However, the information as applicable has been given in the Annexure B forming part of this Report.

Compliance with Provisions of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal Act), 2013

The Company is committed to uphold and maintain the dignity of woman employees and ensures protection against sexual harassment of women at work place and for prevention and Redressal of such complaints.  During the year, no such complaints were received.

Order, if any, passed by regulator or courts or tribunals

There are no order passed by the regulator or courts or tribunals impacting the going concern status and Companys operations.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Lav Chaturvedi

Director              

Atul Kumar Tandon

Director

Place: Mumbai                                                                                            

Date: September 2, 2015

Annexure A

 Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2015

 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.                 REGISTRATION AND OTHER DETAILS:

II.               PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

 III.              PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV.     SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i)       Category-wise Share Holding

 ii)     Shareholding of Promoters

*[Out of the above equity shares 5 equity shares (previous year 5 equity shares) are jointly held by Reliance Capital Limited and its Nominees.]

i)       Change in Promoters Shareholding ( please specify, if there is no change)

  There is no change in the promoters shareholding.

ii)     Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

iv)    Shareholding of Directors and Key Managerial Personnel (KMP):

Directors and Key Managerial Personnel of the Company hold nil shares at the beginning and end of the year.

V.                 INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

 VI.               REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Nil

VII.              PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences to the Company, Directors or other officers of the Company during the year ended March 31, 2015.

Annexure B

(a)   Conservation of energy:

(b)   Technology Absorption, Adoption and Innovation:

(c)   Total foreign exchange earnings and outgo:

Key Financial Highlights The Financial results of the Company are summarised below: (Amount in Rupees) ParticularsYear ended at March 31, 2015Year ended at March 31, 2014 Income: Income from Operations265,525,000143,287,500 Miscellaneous Income248,872,064124,436,032 Expenses:1,213,083,7641,065,195,543 Loss before Tax(698,686,700)(797,472,011) Tax Expenses1,23,60027,018 Net Profit/(Loss)(698,810,300)(797,499,029)

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable. However, the information as applicable has been given in the Annexure ‘B’ forming part of this Report. (a) Conservation of energy: the steps taken or impact on conservation of energyThe Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance / installation / upgradation of energy saving devices. the steps taken by the Company for utilizing alternate sources of energy the capital investment on energy conservation equipment

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable. However, the information as applicable has been given in the Annexure ‘B’ forming part of this Report. b) Technology Absorption, Adoption and Innovation: The efforts made towards technology absorptionThe Company uses latest technology and equipments into the business. Further, the Company is not engaged in any manufacturing activities. The benefits derived like product improvement, cost reduction, product development or import substitution. (i) In case of imported technology (imported during the last three years reckoned from the beginning from financial year) (a) The details of technology imported (b) The year of import (c) Whether technology been fully absorbed? (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof. The expenditure incurred on Research and development.The Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable. However, the information as applicable has been given in the Annexure ‘B’ forming part of this Report. c) Total foreign exchange earnings and outgo: a. Total Foreign Exchange earnings b. Total Foreign Exchange outgo: :Nil Nil

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that: i. In the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii. 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 as at March 31, 2015 and of the loss of the Company for the year ended on that date; iii. The Directors had 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; iv. The Directors had prepared the annual financial statements for the financial year ended March 31, 2015 on a ‘going concern’ basis; and v. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.