DIRECTORS' REPORT: TO THE MEMBERS, Your Directors have pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015. OPERATIONS: > Standalone financial performance The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has decreased from 3, 84,000 to Rs. 3,07,000. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years. Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year. In spite of the above, your company has achieved decent Turnover of Rs. 3,07,000, during the year 2014-15. This indicates itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times of industry DIVIDEND: In order to conserve resource of the Company, your Board of Directors does not recommend any dividend for the financial year ended March 31,2015. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company«nd were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed: 1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2. that 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 profit or loss of the Company for the period under review; 3. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. That annual accounts of the Company have been prepared on a 'going concern' basis. 5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively. 6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS: In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013, Mr. SURESH GHEWARCHAND NAHATA Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, MS. MARIA PASCAL ROCHA were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting until completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013. The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report. MEETINGS OF BOARD OF DIRECTORS: During the Financial Year under review, the Board has met five times i.e. on 30th July, 2014, 04"" November, 2014, 07,b February, 2015, 27th March, 2015 and 15* May, 2015(to approve financial result of march). CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE: Company has constituted the Audit Committee under the Chairmanship of Mr. Bhanwarlal Motilal Jain an Independent Director and Suresh Ghewarchand Nahata and Mr. Harshad Kantibhai Savalia Independent Non-executive Director as Members of the Committee VIGIL MECHANISM: The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general. RISK MANAGEMENT: The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report. AUDITORS & AUDITORS REPORT: M/s P.DALAL & COMPANIES Statutory Auditors of the company had expressed their unwillingness to be reappointed as Auditor due to their preoccupation. The Board propose to appoint M/s RAVI A. SHAH & CO.fFRN. NO. 136957) the Statutory Auditors of the Company who shall hold office from the conclusion of this Annual General Meeting, until the conclusion next Annual General Meeting and to fix their remuneration. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013. Auditors' Qualifications and Management's Reply: —to be given— REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the Practicing Professional regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. FORMATION OF VARIOUS COMMITTEES: Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report. PARTICULARS OF EMPLOYEES: None of the employees exceed the limit of drawing remuneration, therefore Provisions of that not applicable to the company. DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY. ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO: The information required under section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015 as to conservation of energy and technology absorption do not apply to our company as there are no activities relating to export and no foreign exchange is used or earned by the company. GENERAL: 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: Details relating to deposits covered under Chapter V of the Act. Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - C and forms part of the Directors' Report. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT: As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. JIGAR THAKKAR & ASSOCIATES, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No. MR-3 is annexed to the Directors Report - and forms part of this Report. The observations of the Secretarial Auditors in their report are self-explanatory and do not require any comments. ACKNOWLEDGEMENT: The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their :continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company. For and on behalf of the Board of Directors SD/- HARSHAD SAVALIA Director [DIN: 01976974] Date: 04/09/2015 Place: MUMBAI |