DIRECTORS' REPORT Dear Members, The Board of Directors is pleased to present the Thirtieth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2015. DUES TO CONSORTIUM BANKS As reported earlier, the company's proposal vide its letter dated 6.11.2007 for One Time Settlement (OTS) with Consortium Banks has been accepted for Rs. 14.29 crores by them vide letter dated 28.2.2008 of lead bank and accordingly the Company has complied with all the terms including the handing over of the mortgaged property. And the balances lying in the accounts of Consortium of Banks written back and transferred to reserves and surplus. DUES TO FINANCIAL INSTITUTIONS The company negotiated with both the entitles of erstwhile Unit Trust of India for One Time Settlement (OTS) for a Lump sum amount ^ 9.00 crores against the total outstanding along with reimbursement of legal expenses of Rs. 5929145/- as per the letter dated 20th February, 2015. And the balances lying in the accounts of Unit Trust of India written back and transferred to reserves and surplus. STARTING A VIABLE BUSINESS The management is desirous of evaluating new business opportunities in the coming days as pending matters with lenders have been settled, except with the consortium banks who is yet to issue no due certificate. The Company is utilizing the infrastructure facilities of the group companies for its minimal operations. DIVIDEND Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company. CURRENT STATUS The Company is not pursuing any business activity for number of years and accordingly accounts have been prepared on basis of assumption that the Company is "not a going concern". However, the accounts has not been restated at realisable value, as there are no assets. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT There is no change in the status of the company as "not a going concern". There is no revision made in the Board's Report and whatever submitted herewith is the final report. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2015. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors Mr. S. N. Jhalani (DIN No.00520148) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. Shri Shaildera Banwarilal Agarwal (DIN No.07121446) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mr. Shaildera Banwarilal, Agarwal holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Shri Shaildera Banwarilal Agarwal for his appointment as Director at the next Annual General Meeting. The Board recommends for his appointment. Mr. Gokulsingh Dhondusingh Rajput (DIN No.01934109) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mr. Gokulsingh Dhondusingh Rajput holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Mr. Gokulsingh Dhondusingh Rajput for his appointment as Dfrector at the next Annual General Meeting. The Board recommends for his appointment. Mrs. Maneka Vijay Mulchandani (DIN No.00491027) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mrs. Maneka Vijay Mulchandani holds office up to the date of the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Mrs. Maneka Vijay Mulchandani for her appointment as Director at the next Annual General Meeting. The Board recommends for her appointment. Mr. Bodhraj Kishore (DIN No. 02596199), Nominee Director. The board received letter from UTI communicating withdrawal of its Nominee Director Mr. Bodhraj Kishore from the board of the company. Accordingly, the cessation of his directorship has been filed with effect from 30.3.2015. (ii) Key Managerial Personnel As stated above the company is reporting as 'not a going concern' and there are no employees in the company. (iii) Declaration by an Independent Director(s) The Company has complied with clause 49 of Listing Agreement and according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013 (iv) Annual Evaluation of Board As stated above the company is reporting as 'not a going concern'. Though the company is not having any operation, the company with a view to comply with the requirement of law has constituted requisite committees as laid down in the law. NUMBER OF BOARD MEETINGS During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015 and 30th March, 2015 respectively. DIRECTORS RESPONSIBILITY STATEMENT To the best Of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that :- a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have selected such accounting policies and applied 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 31st March, 2015 and of the profit 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 this 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 'not a going concern' basis; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. NOMINATION AND REMUNERATION COMMITTEE None of the directors are drawing any salary from the company and there are no employees in the company and company is non operational. Hence no nomination and remuneration committee is constituted. AUDIT COMMITTEE : The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. S. N. Jhalani 2. Mr. Bhupendrabhai Patel 3. Mr. Bhupesh Patel The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law RISK MANAGEMENT POLICY Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. - the company is not having any operation and reporting as 'not a going concern'. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MFT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which forms part of this Report. CORPORATE SOCIAL RESPONSIBILITY: The company does not fall under the criteria applicable as per Companies Act 2013. AUDITORS : (i) STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. S. V. Doshi & Co., Chartered Accountants have been appointed for a period of three years at the previous annual general meeting held on 30th September, 2014. However the Auditor informed the Board their inability to continue as Auditors of the company. The Board approached M/s. Seth Doctor & Associates, Chartered Accountants, to seek their availability and on-confirmation of their availability and readiness to accept the assignment, the company accepted the resignation of M/s. S. V. Doshi & Co. and appointed M/s. Seth Doctor & Associates as the Statutory Auditors of the company frorn 30.3.2015. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment for the year 2015-16, would be within the prescribed limit under the Act. The Statutory Auditors Report does not contain any qualification. (ii) SECRETARIAL AUDITOR The Board has appointed Shilpa K.Shah, Company Secretray in to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". (iii) COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2015. GREEN INITIATIVES Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode-email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper. HUMAN RESOURCES As the company is not having any operation there are no employees at present. ENVIRONMENT AND SAFETY Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The company is not having any operation and reporting as 'not a going concern'. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES The Company has not taken any loan guarantees, investments or securities during the year. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES The details of related party transactions in terms of section 134(3)(4) of the Companies Act, 2013 are given in the Notes No. 22 of financial statements. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2015: The company is not having any operation and reporting as 'not a going concern'. The directors of the company are not drawing any remuneration and there are no employees in the company hence no information is provided under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015). DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013. The company is not having any operation and reporting as 'not a going concern' - there are no employees in the company. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2015 is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the Company's operations in future. ACKNOWLEDGEMENT Your Directors wish to thank various stakeholders of the company. For and on behalf of the Board BHUPESH PATEL Managing Director Place : Mumbai, Date : 30th May 2015 |