DIRECTORS' REPORT To The Members SHREEJAL INFOHUBS LIMITED Your Directors have pleasure in presenting their 50th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31,2014 REVIEW OF PERFORMANCE: During the year under review, Net Profit after Tax was Rs.0.17 lacs as against Net Profit after Tax of Rs. 0.15 lacs for the corresponding previous year. DIVIDEND: Due to inadequate profits,, your Directors are unable to recommend any dividend for the financial year under review. DIRECTORS: During the year under review, Mr. Pratik Patel, Mr. Jayanti Velani and Mrs. Priti Vora were appointed as an Additional Directors of the Company w.e.f. July 30, 2014 and Mr. Haresh Patel, Mr. Yogesh Patel were appointed as an Additional Directors of the Company w.e.f. February 14, 2014 and October 29, 2013 respectively. Further, during the year under review, Mr. Balubhai Sardhara, Mr. Chandrakant Kudwe, Mr. Vikram Kapadia and Mr. Birendra Dutta resigned as Directors of the Company. The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of ordinary resolution by the shareholders of the company. Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of upto five consecutive years. Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013. Further, Mr. Pratik Patel, Mr. Haresh Patel and Mr. Jayanti Velani were appointed as Independent Directors of the Company for a term of three consecutive years and Mr. Yogesh Patel was appointed as an Independent Director of the Company for a term of five consecutive years. Mr. Mukesh Vora was appointed as the Chief Executive Officer [CEO] of the Company w.e.f. December 8,2014. FIXED DEPOSITS: The Company has not accepted any loans or deposits from public in pursuant to Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975. AUDITORS: M/s. S.M. Malde & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and has expressed their willingness to continue as the Statutory Auditors of the Company. AUDITORS' REPORT: Auditors Report as issued by M/s. S.M. Malde & Co., Chartered Accountants, Auditors' of the Company is self explanatory and need not call for any explanation by your Board. PARTICULARS OF EMPLOYEES: The Company considers human resources as its greatest asset and strength in the process of development and progress. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) Rules, 2011, none of the employees of the company are in receipt of remuneration exceeding Rs.60,00,000/- per annum, if employed for whole of the year or Rs.5,00,000/- per month if employed for part of the year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of irectors) Rules, 1988 do not apply to the Company in respect of the year under reference. Further, there is no foreign exchange earnings and outgo during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS: The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. DIRECTORS' RESPONSIBILITY STATEMENT: In pursuant to Sec. 217(2AA), the Board do and hereby states: i. that in the preparation of annual accounts for the Financial year 2013-14, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 of the company for that period. iii. that 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; iv. that the Directors had prepared the annual accounts on a going concern basis. RECONSTITUTION OF COMMITTEES OF THE COMPANY AND SUBSEQUENT RENAMING OF THE SAME AS PER PROVISIONS OF THE COMPANIES ACT, 2013: Based on the relevant provisions of the Companies Act, 2013, the committees of the Company are renamed as under. Further, due to changes in the composition of the Board of Directors, Committees of the Company also stand reconstituted as under w.e.f. 30th July 2014: CORPORATE GOVERNANCE: The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in all its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from Practicing Company Secretary for maintenance of Code of Corporate Governance. APPRECIATION: Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and co-operation to the Company. For and On behalf of the Board of Directors Priti Vora Director Yogesh Patel Director Place: Mumbai Date: 08/12/2014 |