DIRECTORS' REPORT Your Directors present their Fifty Second Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2015 02. Performance, Management Discussion and Analysis. The turnover of the Company compared to the previous year is less due to reduced demand for long distance movement of agricultural produce and fertilizers by road and due to drought. The loss is also due to the hike in diesel prices and operational costs. The performance for the current year is low due to drought & floods in many parts of the Country. The business was reduced comparatively and the operational expenses remained high; hence the loss. The Board of Directors do not visualize upward results during the next Financial Year based on the operations for the last 3 months which is lower compared to previous year. 03. Dividend: The Directors do not propose any dividend due to loss incurred during the year. 04. Transfer of Unclaimed Dividend to Investor Education and Protection Fund. The Provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared for previous year. 05. Fixed Deposits: During the period under review the Company has not accepted any fixed deposit from the public. There are no deposits due for repayment after maturity. 06. Directors: Sri. Jayant Dolatrai Mitra, Director (DIN No.: 00801210), retires by rotation at the ensuring Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his reappointment. 07. Material Changes and Commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this Financial Statements relate and the date of the report. 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. 08. Statement concerning Development and implementation of Risk Management Policy of the company. The Company does not have any Risk Management Policy as the element of the risk threatening the Company's existence is very minimal. 09. Particulars of loans guarantees or investments made under section 186 of the Companies act, 2013. There was no loan, guarantee or investment made by the Company under Section 186 of the Companies Act, 10. Particulars of contracts or arrangements made with related parties. There was no Contract or Arrangement made with related parties as defined under section 188 of the Companies Act, 2013 except as stated in the notes to account during the year under review. 11. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports. There was no a qualification, reservation or adverse remark made by the Auditors / Practicing Company Secretary in their reports. The Secretarial Auditors have made the following observation. "The Company is yet to appoint Woman Director on the Board of the Company in compliance with Clause 49 (II)(A)(1) of the Listing Agreement read with Section 149 of the Companies Act, 2013." 12. Extract of Annual Return. Extract of Annual Return in Form MGT-9 is enclosed as Annexure - A to this report. 13. Number of board meetings conducted during the year under review. The Company had Four Board meetings during the financial year under review. 14. Directors Responsibility Statement: As required under Sec. 134(5) of the Companies Act, 2013 your Directors confirm that: i)In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. ii)Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period. iii)Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv)The Annual Accounts for the financial year has been prepared on a going concern basis. v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. vi)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 Company. The company does not have any subsidiary / joint venture or an associate company. 16. Disclosure of composition of Audit Committee and providing vigil mechanism. The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due. 17. Shares a. Buyback of securities : The company has not bought back any of its securities 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 : No Bonus Shares were issued during the year under review. d. Employee stock option scheme : The Company has not introduced or offered any Stock Option Scheme to the employees. 18. 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 19. Company's policy relating to directors appointment, payment of remuneration and discharge of their duties. The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company. 20. Adequacy of Internal Financial Controls with reference to Financial Statements. The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed. 21. Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future. 22. Auditors: At the Annual General Meeting, the members will be requested to ratify the re-appointment of M/s G.V.Sundar and Company, Chartered Accountants (FRN-007248S), for the current year and authorize the Board of Directors to fix their remuneration. 23.Dematerializations of Shares: 65.70% of the total shares of the Company have been dematerialized as on 31/03/2015. Members holding shares in physical form are advised to dematerialise their shares to trade and hold the equity shares in electronic form for convenience. Prevention Of Insider Trading: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 24. Listing of Shares: The Company's shares listed on Bangalore Stock Exchange Limited has been transferred to Dissimulation Board, consequent to the closure of Bangalore Stock Exchange. The shareholders who like to transact the Company's shares may do so through Bombay Stock Exchange. The listing fee for Bombay Stock Exchange has been paid for the Financial Year 2015-2016. The ISIN No: INE-358F01013. E-Voting: On the above subject the Directors report that: a. The shares have to be dematted to an extent not less than 75%. The dematerialization has not taken effect substantially in this company and the shareholding pattern is not encouraging Demat. b. We have informed by way of note in our previous annual reports for demat in the notice of the AGM and also for furnishing e-mail addresses of shareholders. Email address is one of the prime requirements to adopt E-voting. 25. Conservation of energy, technology absorption, foreign exchange earnings and outgo: The statement pursuant to Section 134 (M) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. 26. Secretarial Audit Pursuant to the provisions of the Companies Act, 2013 read with relevant Rules made thereunder, a Secretarial Audit was carried out by Mr. R.C Venkatesh Rao, a Practicing Company Secretary-FCS 2282. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to the Board's Report. 27. Corporate Social Responsibility (CSR). The provisions of Section 135 pertaining to the Corporate Social Responsibility is not apply to the Company. 28. Declaration of Independent directors. The Company has received declarations from Independent directors as mentioned in sub-section (6) of section 149 of the Companies Act, 2013 29. Corporate Governance. The Company strives to ensure good in Corporate Governance and levels of transparency with all the provisions of Clause-49 of the Listing Agreement. A certificate from the Auditors to this effect forms part of Corporate Governance Report. 30. Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has formed Internal Complaint Committee under Sexual Harassment of Women a Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint was received during the year 2014-15. 31. Acknowledgement: Your Directors wish to place on record their appreciation for the support and co-operation extended by all customers, bankers, Government authorities, stakeholders and business associates. For and on behalf of the Board of Directors NARENDRAGOEL Chairman of the Meeting (DIN No.: 00327187) Place: Ramanagara Date: 29/05/2015 |