DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting their 41st 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 has continued to improve on its financial condition. Gross profit grew to 53.91 lacks from 47.45 lacks in the previous year. However due to higher provision for depreciation of Rs 28.06 lacks from 14.85 lacks in the previous year as per requirements of the new Companies Act, the net profit of the company declined to Rs 25.85 lacks from 30.40 lacks. 3. Dividend Considering the financial position of the company and to conserve valuable resources, the Directors do not recommend a dividend for the period under consideration. 4. Directors and Key Managerial Personnel Smt. Rajeev R Patel, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for his reappointment. 5. Particulars of Employees The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 7. Declaration by an Independent Director(s) and re- appointment, if any The company has not identified and appointed an appropriate Independent Director. The company is in the process for appointment of an independent Director and shall be intimated shortly to all the members. 8. Auditors: The Auditors, M/s Chirag N. Shah & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM 9. Auditors' Report The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 10. Cost Auditors The Company is not required to maintain cost records as per The Companies (Cost Records and Audit) Amendments Rules, 2014. 11. Nomination And Remuneration Committee The Company is not required to constitute a Nomination and Remuneration Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014 12. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s. Anjana Manseta & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments. 13. Audit Committee The Company is not required to constitute an Audit Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014. 14. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. 15. Significant & Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations. 16. 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 MGT 9 as a part of this Annual Report as ANNEXURE I. 17. Particulars Of Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement. 18. 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 job enlargement. 19. 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, in the case of a listed company, 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. 20. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors SD/-Manoj R Patel Managing Director Din No. 00485197 Place: Mumbai Date: September 8th. 2015 |