BOARD'S REPORT Dear Members, 1.The Board of Directors is pleased to present the 33rd 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 the Companies Act, 2013 and Rules made thereunder. 2. RESERVES In view of the loss incurred by the Company during the year, no amount has been transferred to Reserves. 3. PERFORMANCE AND AFFAIRS OF THE COMPANY During the year under review, the Company has earned an income of Rs. 13,452/- (Previous Year of Rs. 1,33,824/-) by way of Dividend received from the deployment of surplus fund by way of an investment made in the Shares. The Company has made an expenditure of Rs.2,54,719/- (Previous Year of Rs. 1,34,640/-) and registered a loss of Rs. 2,45,579/- (Previous Year loss of Rs. 816/-). No depreciation has been provided for as there is no depreciable asset 4. DIVIDEND In view of the loss made by the Company, your Board is unable to recommend any dividend for the period ended 31st March, 2015. 5. CURRENT STATUS The Company has a Property situated at Kandivali, Mumbai and waiting for right opportunity for its development. 6. CHANGES IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company during the year. 7. 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. 8. CORPORATE GOVERNANCE Considering the criterion for threshold of paid up capital or net worth the Company is exempted from the provisions of the Clause 49 of the Listing Agreement made effective from 1-10-2014. The Company continues to comply with the other provisions of the Listing Agreement. CORPORATE SOCIAL RESPONSIBILITY The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company. 9. 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, 2014. The question of non-compliance of the relevant provisions of the Chapter V of the Act relating to acceptance of deposit does not arise. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) DIRECTORS Mr. Vimal K. Shah (DIN: 00716040), and Mr. Kishor N. Shah (DIN: 00715505), Directors of the Company will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers themselves for re-appointment. The Board of Directors at their meeting held on 31st March, 2015, appointed Mr. Gautam Rajan (DIN: 00060730) and Mr. Hemal R. Haria (DIN: 03644544)as Additional Directors of the Company in the category of an Independent Directors with effect from 31st March, 2015. They hold office up to the date of the ensuing Annual General Meeting and being eligible, offer themselves for appointment as Directors. They have submitted the declarations and stated that they meet with the requirements for the Independent Directors. The Company has received a letter from a member along with the requisite deposit proposing the candidature of Mr. Gautam Rajan and Mr. Hemal R. Haria as Director of the Company at the ensuing Annual General Meeting. The Board recommends their appointments. There is no other change in the composition of the Board of Directors. (ii) KEY MANAGERIAL PERSONNEL (A) APPOINTMENT OF MR. VIMAL K. SHAH, DIRECTOR AS A MANAGING DIRECTOR OF THE COMPANY At the Meeting of the Board of Directors held on 31st March, 2015, Mr. Vimal K. Shah was appointed as Key Managerial Personnel designated as Managing Director of the Company with effect from 31st March, 2015 for a period of 5 (Five) years i.e. up to 30th March, 2020, without remuneration. The aforesaid appointment is subject to the approval of the members at the Genera! Meeting. The Board of Directors of the Company recommends his appointment as a Managing Director. (B) APPOINTMENT OF MR. MUKESH GUPTA AS A COMPANY SECRETARY OF THE COMPANY At the Meeting of the Board of Directors held on 31st March, 2015, Mr. Mukesh Gupta was appointed as Key Managerial Personnel designated as Company Secretary of the Company with effect from 31st March, 2015, without remuneration. He is also appointed as Compliance Officer of the Company. (C) APPOINTMENT OF MR. UMESH DALVI AS A CHIEF FINANCIAL OFFICER OF THE COMPANY At the Meeting of the Board of Directors held on 31st March, 2015, Mr. Umesh Dalvi was appointed as Key Managerial Personnel designated as Chief Financial Officer of the Company with effect from 31st March, 2015, without remuneration. (iii) DECLARATION BY AN INDEPENDENT DIRECTORfS) Pursuant to section 149(7) of the Companies Act, 2013, the Company has obtained declarations from ail the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. (iv) ANNUAL EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions. 11- NUMBER OF BOARD MEETINGS During the Financial year, total 7 (Seven) meetings of the Board of Directors were held on 28th May, 2014, 01st July, 2014,13th August, 2014, 04th September, 2014,14th November, 2014, 14th February, 2015 and 31st March, 2015 respectively and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days. The Thirty Second Annual General Meeting (AGM) was held on 30th September, 2014 and the proceedings of the above Meetings were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has not passed any resolution by circulation. 12. NOMINATION AND REMUNERATION COMMITTEE The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is annexed to this Report as "Annexure A". 13. AUDIT COMMITTEE The Audit Committee of Directors was constituted on 31st March, 2015 pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Hemal R. Haria : Chairman and Independent Director 2. Mr. Vimal K. Shah : Managing Director 3. Mr. Gautam Rajan : Independent Director The scope and terms of reference of the Audit Committee is in accordance with the Act. 14. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their genuine concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. 15- RISK MANAGEMENT POLICY The Board of Directors of the Company during the year have designed Risk Management Policy. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company. Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. 18. DIRECTOR'S 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 loss 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 a going concern basis; e. 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. 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. 19- EXTRACT OF ANNUAL RETURN Extract of the Annual Return in Form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure B" which forms part of this Report. AUDITORS STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. J.D. Zatakia & Co., Chartered Accountants (Firm Registration No. 111777W), Mumbai, have been appointed for a period of 3 (Three) years at the previous Annual General Meeting held on 30th September, 2014. The appointment is required to be ratified by the shareholders at this Annual General Meeting to conduct the audit for the financial year 2015-2016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer, (ii) SECRETARIAL AUDITOR The Board has appointed M/s. Dholakia & Associates LLP, Company Secretaries in Practice 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 C". (iii) QUALIFICATIONS IN THE SECRETARIAL AUDIT REPORT (A) The Company has appointed Internal Auditor pursuant to Section 138 of the Companies Act, 2013 in the month of March, 2015 being six months after the commencement of the said Section. Management Response: The Company was under bonafide impression that since there is no activity in the Company there was no need to appoint an Internal Auditor. However as Company was advised to appoint Internal Auditor it has appointed Mr, B. H. Jain, Chartered Accountant having ICAI Membership Number FCA 38591, as an Internal Auditor at the Board Meeting held on 31st March, 2015. (B) The Company has not filed Form No. MGT-14 with respect to the resolution passed for approving Un-Audited Financial Results for the quarter ended 30th June, 2014, 30th September, 2014 and 31st December, 2014. Management Response: The Company was under bonafide impression that it is for Audited Financial Results. This view has been confirmed by the Ministry of Corporate Affairs through the Companies (Meeting of Board and its Power) Amendment Rules, 2015 w.e.f. 18-03-2015 wherein the requirement of filing form MGT14 with respect to the Board resolution for approving of unaudited quarterly financial results has been deleted. (C) The Company does not have a website as required under Clause 54 of the Listing Agreement entered into with BSE Limited. Management Response: Considering the size of the Company and absence of business it was thought fit not to incur any expenditure on this matter. The Company is regularly filing all the information with BSE LTD and all the information is available on the website of BSE Limited. (D) The Company has not closed its trading window during the time of declaration of its Financial Results as required under Clause 3.2-3 of PART A-Schedule I of SEBI (Prohibition of Insider Trading) Regulations, 1992. Management Response: All the shares of the Company are held in physical form. The trading of Company's shares is not permissible on the Stock Exchange and during the financial years there was no trading in the Company's shares, (iv) 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, 2014. 22. 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. 23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company not being in operation has very few financial transactions. The Managing Director and the Board exercises the strictest Internal Financial Controls with reference to financial statements. During the year under review, no material or serious observation has been reported by Mr. B.H. Jain, Internal Auditors of the Company for inefficiency or inadequacy of such controls. 24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note No. 12 to the Financial Statements. 25. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES There is no related party transaction except loan taken and/or repaid to/from a Director(s). 26. 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: (A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43{a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014. (B) ISSUE OF SWEAT EQUITY SHARES The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014. (C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014. (D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE The Company has filed a suit against owners of land at Kandivali for specific performance to handover the possession of plot of land in accordance with the agreements dated 13.02.1984 and 22.08.1987. The same is pending before Hon. City Civil Court, Dindoshi. Due to the said pending litigation the land is yet not developed. (E) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013. Your company has always believed in providing a safe and harassment free workplace for every individual employee working with company. Since there is no employee in the company your company has been advised that there is no need to frame a Policy on Prevention and Redressal of Sexual Harassment of women at workplace. 27. LISTING OF SHARES The Shares of the Company are listed at BSE Ltd. Mumbai, and applicable listing fees have been paid. 28. ACKNOWLEDGEMENT Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. For and On behalf of the Board of Directors Vimal K. Shah Managing Director DIN:00716040 Kishor N. Shah Director DIN:00715505 Place: Mumbai Date: August 13, 2015 |