DIRECTORS' REPORT Dear Member, Your directors have pleasure in presenting their 35th Annual Report on the Audited Financial Statement of the Company for the financial year ended March 31, 2015. BUSINESS REVIEW, RESULTS AND PERFORMANCE BUSINESS REVIEW Your Company has a great presence in Commercial Services segment Your Company is positioned well for the future on account of its financial strength and proven business strategy that has helped your company to succeed in strong and weak economic environment and most importantly a dedicated and well trained team of people working together to achieve company's business goals. FINANCIAL SNAPSHOT The Company has recorded a total income of Rs. 5929949/- as against Rs 57861276/- in the previous year, There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2014-15 and the date of this report. DIVIDEND The Board of Directors have not recommended dividend for the year ended 31st March, 2015 MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. SHARE CAPITAL: There were no changes in share capital of the Company during the period under review. DEPOSITS: The Company has not entered into any transactions falling under the ambit of section 73 of the Companies Act, 2013. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES: The Company have only one subsidiary i.e. Tania Industries Limited. BOARD AND BOARD COMMITTEES: The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD: A calendar of meeting is prepared and circulated in advance. During the year under review, Five meeting of the board of Directors were conveyed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTOR: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees. The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES: The Company is not required to constitute the Vigil Mechanism Committee as required under Section 177(9) of the Companies Act, 2013 PARTICULARS OF EMPLOYEES: During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; the Directors have 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 your company as at March 31, 2015 and of the profit and loss of the company for financial year ended March 31, 2015; proper and sufficient care has been taken 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; the annual accounts have been prepared on a 'going concern' basis; Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE: Corporate Governance is not applicable to the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the financial year 2014-15, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Kailash Chandra Dawda, Prahlad Kumar Maheshwari and Gopal Ramotar Khandelwal were appointed as Independent Directors on the Board of Directors of your Company through the postal ballot held on 11 May, 2015. DECLARATION OF INDEPENDENCE: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONAL AND PARTICULARS OF EMPLOYEES: Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A". AUDITORS M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai (ICAI Registration Number-109901W/W100082) hold office until the conclusion of the ensuing Annual General Meeting of the Company. The Auditor has confirmed to the Company that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141(3) (g) of the said Act. The Notes to the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comment. SECRETARIAL AUDITOR: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Martinho Ferrao and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure B" to this Report. As per the comments mentioned in the secretarial audit report we hereby clarify that the company is in process to appoint the Company Secretary as par section 203 of the companies Act, 2013. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report. RELATED PARTY TRANSACTIONS: The company has not entered into any transactions falling under the purview of section 188 of the Companies Act, 2013. Accordingly the company was not required to obtain any approval(s) from requisite authority(ies). The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.indsoya.in LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED: Your Company has not advance any laons, investments, guatantees given and which is as per financial statement. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Your Company provides commercial services. The disclosure of information relating to conservation of energy and technology absorption are therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. EMPLOYEE RELATIONS: The Directors are happy to state that the relations between the Company and its Employee remained cordial throughout the year. SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. 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: ACKNOWLEDGEMENT: The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support various Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the continue cooperation received from all overseas correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels. For and or behalf of the Board KAILASH CHANDRA DAWDA Director DIN:01744419 Date: 07th September, 2015 Place: Mumbai |