DIRECTORS REPORT To The Members, 1. Your Directors have pleasure in presenting their 2nd Annual report on the business and operations of the company and the accounts for the Financial year ended March 31,2015. 2. Brief description of the company’s working during the year /state of company’s affair The Company is involved in the gymming business in India committing itself in making India Healthy and FIT,Its USP providing world class gymming experience facilitated by the professional trainers .Your Company provides the diverse fitness services apart from the standard gymming and fitness solutions like Zumba Programme, spa Massage, Aerobic , Yoga Physiotherapy and many more. 3. Change in the nature of business, if any There is no change in the nature of business The company got listed on SME IPO platform on 21st October.2014 4. Dividend Due inadequate profit the Company has not declared dividend. 5. Share Capital The Company allotted 24,00,000 equity shares of Rs. 20 each at premium on 18th October,2014. 6. Directors and key Managerial Personnel Mr. Ankush Gupta(Din: 02265108) and Mr. Akshat Gupta(Din:02265121) Directors retire by rotation at the forthcoming Annual General Meeting and being eligible other themselves for reappointment. Mr. Ankush Gupta (Din: 02265108) was appointed as whole-time director of the company for a period of three years w.e.f. june 18th 2014 to 17th June 2017 on a remuneration of Rs. 11,50,000/- (Rupees Eleven Lac fifty only) Mr. Akshat Gupta (DIN: 02265121) was appointed as Managing Director of the Company for a period of three years w.e.f. June 18th 2014 to 17th June 2017 on a monthly remuneration of Rs. 11,50,000/- (rupees Eleven Lac Fifty only). Mr. VISHNU PRATAP DHANMAN DWIVEDI(DIN: 02090054) Mr. Priyank Shishir Nevatia(DIN:06902330) and Ms. Shreya Suday Bagayatkar(DIN: 06902343) was appointed as Independent Director of the Company for a period of Five years w.e.f. June 18th 2014 to 17th June,2019. As per the provisions of the Companies Act,2013, independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the company and shall not be liable to retire by rotation. All other Directors, except the Managing director will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election. The Independent Directors of your Company have given the certificate of Independence to your company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act,2013. Mrs. Sushma Gupta(DIN: 03247994) has resigned as Director of the Company w.e.f. 13th August,2014. During the year, Mrs. Vidhi shah who was appointed as Company Secretary and compliance officer on 23rd June 2014 had resigned on 17th December 2014. Also, Mr. Ankush Gupta(DIN:02265108) and Ms. Shrishti Deorn has been appointed as chief executive officer and chief Financial officer with effect from June 18th 2014 and June 23rd 2014 respectively. 7. Report on corporate Governance As per SEBI’s Circular No. CIR/CFD/Policy Cell /7/2014 dated 15th September 2014. The Provisions of Clause 49 of the Listing Agreement are not mandatory, hence no such report is required for the Company. 8. Particulars of Employees As required under the provision of section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules 204 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions. 9. Board Evaluation Pursuant to the Provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Nomination & Remuneration and compliance committees. The manner in which the evaluation has been carried out has been explained in the corporate governance Report. 10. Remuneration Policy The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report. 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 2004 (Annexure III) 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. 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 receive any remuneration or commission from any Holding Company or Subsidiary company of such Company subject to its disclosure by the company in the Board’s Repot. D) the Following disclosures shall be mentioned in the Board of Director’s report under the heading “ Corporate Governance “ if any attached to the financial Statement:- I) all elements of remuneration package such as salary, benefits bonuses stock options pension, etc.,of all the directors; ii) Details of Fixed component and performance linked incentives along with the performance criteria : iii) service contracts, notice period severance fees iv) stock option details if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. 11. Auditors: M/s. Jain Anil & Associates, Chartered Accountants (firm Registration No. 115987A) the retiring Statutory Auditors of the Company be and are hereby appointed as Auditors of the company, to hold office from the conclusion of this Annual General Meeting (“AGM”) until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2020 { subject t ratification of their appointment by the Members at every AGM held after this AGM} at a remuneration to be determined by the Board of Directors of the Company as Auditor and for other professional services rendered by them as may be mutually agreed between the company and the Auditor along with reimbursement of travelling and other of pocket expenses as may be incurred by them during the course of the Audit. AUDITORS’ REPORT The Auditors’ Report does not contain any qualification Notes to Accounts and Auditors remarks in 12. Secretarial Audit Report In terms of section 204 of the Act and Rules made there under M/s. Vijay Oganiya & Associates Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The repor of the Secretarial Auditors is enclosed as Form No. MR-3 to this report. The report is self –explanatory and do not call for any further comments. 13. Internal Audit & Controls The Company continues to engage M/s Hirank Desai&co. as its internal Auditor. During the year,the Company continued to implement their suggestions and recommendations to improve the control environment Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit committee on an ongoing basis to improve efficiency in operations. 14. Policy: During the year the company formulated and adopted codes under sebi (Prohibition of insider Trading) Regulations 2015. Whistle blower policy./ Vigil Mechanism, Risk Management Policy and also formulated and adopted code of Independent directors and code of for Board and Senior Management. 15. Board of Directors: The Chairman of the Board is an Executive Director As required under Section 149(3) of the Companies Acat, 2013 & Clause 49(1) (a) of Listing Agreement, Mrs, Shreya Suday Bagsyatkar(DIN: 06902343) a woman Director has been appointed as an independent Director on the Board. Independent Directors’ Meeting During the year under review the Independent Directors met on March 31, 2015 inter alia to discuss: -Evaluation of the performance of non- independent Directors and the Board of Directors as a whole. -Evaluation of the performance of the chairman of the company taking into account the views of the Executive and non- executive directors. -Evaluation of the quality content and timelines of flow of information between the Management and the Board that is necessary for the Board of effectively and reasonably perform its duties. -All the Independent Directors were present at the Meeting. 15. Extract of annual return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I. 16. Extraordinary general Meeting(EGM) No Extraordinary General Meeting held during the Financial Year 2014-15 18. During the year under review no resolution has been passed through the exercise of postal ballot. E-Voting facility to members Exempt as the company is SME Listed. 19. Material changes and commitment, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. No Material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report like settlement of tax liabilities operation of patent rights depression in market value of investments, institution of cases by or against the company sale or purchase of capital assets or destruction of any assets etc. 20. Details in respect pf adequacy of internal financial control with reference to the financial statements The Internal financial controls with reference to the Financial statements are commensurate with the size and nature of business of the company. 21.Deposits The details relating to 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 therein during the year and if so , number of such cases and the total amount involved –Nil 22. Particulars of contracts or arrangements with related parties The particulars of every contract or arrangements entered into by the company with related parties referred to in sub- section 188 of the Companies Act,2013 including certain arm’s length transactions under third proviso thereto shall be disclosed in form No. AOC-2 As Annexure II to the Board Report. 23. STATUTORY DISCLOSURES In terms of the provisions of Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules.1975 as amended the names and other particulars of the employees are set out in the annexure to te Directors’ Report However as per the provisions of section 219(b) (iv) of the said act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto Any member interested in obtaining such particulars may write to the Company at the registered office of the company. 24. 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: 25. Human Resources Your Company treats its Human resources as one of its most important assets. Your company continuously invest in attraction retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your company thrust is on the promotion of talent internally through job rotation and enlargement. 26. 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- 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating 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. 27. LISTING WITH STOCK EXCHANGES: The Company got listed on 21st October, 2014 on SME platform of BSE. The company confrms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company’s shares are listed. 28. ACKNOWLEDGEMENTS An acknowledgement to all with whose help co-operation and hard work the company is able to achieve the results. For and on behalf of the Board of Directors of Powerhouse Fitness and Realty Ltd Mr. Akshant Gupta Managing Director(DIN:02265121) Mr. Ankush Gupta Whole-Time Director (DIN: 02265108) Registered Office: 702 CONCORD C.H.S. JVPD SCHEME N.S. ROAD NO.10 JUHU MUMBAI- 400 049 Place: Mumbai Date: August 24th 2015 |