DIRECTORS REPORT The Shareholders, Your Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the financial year ended on March 31, 2015. OPERATIONAL REVIEW The Net Profit of your company for the Current Financial Year 2014-15 is Rs.276,000 RESERVES The company has transferred Rs. 276,000/- of profit to the reserves DIVIDEND In view of the Nominal Profit incurred during the financial year 2014-15, the Directors have not recommended any dividend for the year under review. FIXED DEPOSIT The company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. DIRECTORS The Board of Directors in its meeting held on 3rd September, 2015 subject to approval of shareholders in ensuing Annual General Meeting has approved the proposal for re-appointment of Mr. Sandeep Daga, the Non Executive Independent Director and Mr. Naveen Kumar Banthia, the Non Executive Independent Director of the company, with effect from 30th September 2015 A brief resume of such Directors is given further in the Annual Report. AUDIT COMMITTEE The audit committee presently has 4 directors as members viz. Mr. Sandeep Daga, Mr. Gaurav Kumar Bhandari, Mr. Kirty Kumar A. Shah and Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other members of the audit committee are non-executive independent directors. Mr. Sandeep Daga is the Chairman of the Audit Committee. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and Clause 49 of the listing agreement. More details of the audit committee are provided in the report on Corporate Governance attached to this annual report. AUDITORS M/S. T. Srinivasa & Co, Chartered Accountants, Bangalore, the statutory Auditors of the Company Retire at the ensuing Annual General Meeting and have Confirmed their eligibility under the provision of the Companies Act 2013 and their willingness to accept office, if reappointment.. AUDITORS' REPORT There are no qualifications observed in the auditor's report for the Financial Year 2014-15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 furnished to this report. A. CONSERVATION OF ENERGY The operations of your company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your company constantly evaluates new technologies and invests to make its infrastructure more energy-efficient. B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION. This is not applicable to your company as the company is into real estate business. C. FOREIGN EXCHANGE EARNINGS AND OUTGO Total Foreign Exchange earning and outgo for the financial year is as follow: a) Total foreign exchange earning: NIL b) Total foreign exchange outgo: NIL CORPORATE GOVERNANCE Your company has incorporated appropriate standards for good corporate governance and shall aim at exhibiting maximum transparency and adequacy of reports /information provided under mandatory provisions or otherwise. Pursuant to Clause 49 of the listing agreement a detailed report on Corporate Governance is produced as a part of the Annual Report which is further certified by the statutory auditor of the company. PARTICULARS OF EMPLOYEES None of the employees of the Company were drawing emoluments more than what has been specified under Section 134 of the Companies Act, 2013 a part of our report attached herewith. 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; e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and 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. GREEN INITIATIVE IN CORPORATE GOVERNANCE The Ministry of Corporate Affairs (MCA) has recently taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Your Company appreciates the initiative taken by MCA as it strongly believes in a green environment. This initiative also helps in prompt receipt of communication, apart from avoiding losses / delays in postal transit. The Notice of Annual General Meeting, Annual Report and all communications hitherto will be sent to the members in electronic form at the e-mail address provided by them to the depositories or Registrars & Transfer Agents of the Company. The same will be sent by post physically to the Members, whose e-mail addresses are not available. Members can also have access to the documents through the Company's website. The documents will also be available to the members for inspection at the Registered Office of the Company during the office hours. Members are also entitled to be furnished with copies of trie abovementioned documents, free of cost, upon receipt of requisition, at any point of time. ACKNOWLEDGEMENTS Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, State Government departments, Financial Institutions, Banks, and various stake holders, such as, shareholders, customers, suppliers etc. Your Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future. For and on behalf of the Board Bharat Kumar Bhandari Managing Director Place: Bangalore Date: 03.09.2015 |