DIRECTORS' REPORT TO THE MEMBERS 1.The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st of March, 2015. 2. DIVIDEND In order to conserve the resources, the Board of Directors has not recommended any dividend for the year under review. 3. PERFORMANCE OF THE COMPANY: During the year under review, your Company's Gross Revenue is 24,55,080 (Previous Year: 24,36,646). Gross profit before interest, depreciation and tax amounted to 9,45,777 (Previous Year: 7,90,318). The net profit stood at 3,25,004 (Previous Year: 2,40,617). 4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEs AND THE DATE OF THE REPORT There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report. 5. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the company. 6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. 7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions is not applicable. 9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Annexure 1 and is attached to this report. 10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The practicing company secretary qualifies their Secretarial Audit report and same is attached herewith. 11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The Company does not have any policy. 12. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 2 and attached to this Report 13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 4 Board meetings dated 30th May, 2014, 12th August, 2014, 14th November, 2014 and 9th February, 2015 during the financial year under review. 14. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: 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. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. 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. 15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The company does not have any Subsidiary, Joint Venture or Associate Company. 16. DEPOSITS During the year company has not accepted/renewed any deposits during the year under review. 17. DIRECTORS Mr. Ashim Saraf and Mr. Mahesh Saraf retire in the ensuing Annual General Meeting and being eligible offer themselves for re-election. 18. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 19. STATUTORY AUDITORS Salve & Co. have been appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 29/09/2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM Audit Committee was not constituted by the Company during the year. The Company has not established vigil mechanism. 21. SHARES a. BUY BACK OF SECURITIES The Company has not bought back any shares during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity shares during the year under review. c. BONUS SHARES The Company has not issued any bonus shares during the year under review. d. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option scheme to the employees. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS ANURAG SARAF Managing Director M.D. SARAF Director Place : Nagpur Date : 13th August 2015 |