DIRECTORS REPORT TO THE MEMBER The directors have pleasure in presenting before the shareholders directors report and audited account of the company for company for the year ended 31 st march 2015. Dividend In view of loss incurred and carry forward losses no dividend is proposed Reserves In view of loss incurred and carry forward losses no amount is transferred to reserve General The company has no activity and is defunct . during the year under report the company had no business activity it has suffered net loss of Rs. 4.44 lacs compared to previous year of Rs. 3.65 lacs because of nil operating income and minimum statutory & compliance expenses. The company has become debt free company and sterling investment India ltd has advanced interest free funds of Rs 57.50 lacs as on 31/03/2015 to meet the liabilities. However they gave now intimated that they will not be given any further loan .adequate provision have been made as per prudential norms of reserve bank of India. The company is registered NBFC with reserve bank of India is prohibited from doing any NBFI activities . Operations & future plan During the year nbfi business was not carried out since net owned funds of the compaby has fallen below the minimum prescribed limit directors have not been able to review the company. The company is grateful to indistinct ltd for allowing the company to use its registered office free of cost . however they have directors to vacate the office registered office will change. Proposal to merger and amalgamate the company with sterling investment india ltd a duly registered nbfc having positive net worth has been cancelled .equity shares of the company is listed on bse however in future the company will not be able to bear to bear increasing cost of compliance and listing fees. Corporate governance A separate section on corporate governance and a certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchange forms part of the annual report Directors responsibility statement To the best of knowledge and belief and according to the information and explanation obtained by them your directors make the following statement in terms of section 134 3 (c ) of the companies act 2013. i.in the preparation of annual accounts for the year ended march 31,2015 the applicable accounting standards have been followed along with proper explanation relating to material departures if any ii. you directors have 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 as at march 31, 2015 and of the loss of the company for year ended on that date . iii. your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities iv .your directors have prepared the annual account on a going concern basis v. you directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively vi. your directors had advised proper system to ensure compliance with the provision of all applicable law and that such system were adequate and operating effectively. Directors During the year under review pursuant to the provision of section 149 and 152 read with sehedule iv and clause 49 of the listing agreement the company has appointed ms geeta v asgar and mr. sunil kumar gangir as independent directors not liable to retire by rotation they hold office for a term up to the date of the 31th annual general meeting of the company in the calendar year 2018. Further all the in depended directors have declared and affirmed their compliance with the independence criteria as mentioned in section 149 (6) of the companies act 2013 and claude 49 of the listing agreement in respect of their position as an independent directors of the company/ In accordance with the provision of section 152 of the companies act 2013 and the company articles of association mr dhiren mehata executive chairman retires by rotation at the for the coming annual general meeting The detailed information and particulars of directors seeking appointment re appointment is incorporated in notice calling annual general meeting Internal control system and their adequacy Your company has an effective internal control system the company internal control system is commensurate with its size scale and complexities of its operation there is no requirement of internal audit as the company has not carried out any operation during the year. The audit committee of the board of directors actively review the adequacy and effectives of the internal control systems and suggests improvement to strengthen the same significant observation and corrective actions taken by the management are presented to the audit committee of the board . Auditors and auditors report Statutory auditors The remarks in auditors report are self explanatory. m/s vinod s Mehta & co chartered accountants who are statutory auditors of the company hold office upto the forthcoming annual general meeting and are recommended for re appointment to audit the account of the company for the financial year 2015-16 . as required under the provision of section 139 of the companies act 2013 the company has obtained weitten confirmation from m/s vinod s. Mehta & co. chartered accountants that their appointment if madem, would be in conformity with the limits specified in the said section. Secretarial audit Pursuant to the provision of section 204 of the companies act 2013 and rules made there under the company is trying to obtain from qualified company secretary in practice secretarial audit report however as company is defect and has no funds are available to pay exorbitant fees demanded which is Rs 50,00/- we have not succeeded. However all the the compliance has been done as laid down in form no mr 3 and annexure a s/s 204 (1) . secretarial audit report will be sent as soon as it is receives in spite of best efforts no qualified company secretary is join the defunct company Key managerial personnel During the year under review the company continues to have mr.dhiren d . mehata executive chairman as key manageriak personnel no remuneration fees including salary was paid to executive as well as non executive directors during the year . Board evaluation pursuant to the provision of the companies act 2013 and clause 49 of the listing agreement the company has devised a policy for performance evaluation of independent directors board committees and other individual directors which includes criteria for performance evaluation of the non executive directors and executive directors the board of directors expressed their satisfaction with the evaluation process. Number of meeting of the board and other committee The detail of number of meeting of the board of directors and other committee held and of directors attending the same during the financial year 2014-15 forms part of corporate governance report Committee Audit committee The audit committee constituted by the board of directors comprised independent directors namely mrs.geeta v.ashar and mr. sunil kumar jangir and mr.dhiren Mehta executive chairman . the chairperson of the committee is mrs geeta jangir is a secretary to the meeting of the committee . all recommendation made by the audit committee were accepted by the board. Nomination and remuneration committee The executive chairman was appointed without any remuneration. The non executive directors director do not draw any remuneration from the company .therefore the board did not feel the need to constitute a nomination and remuneration committee of directors Whistle blower policy The vigil mechanism of the company which also incorporates a whistle blower policy in terms of the listing agreement the company has a whistle blower policy to report genuine concern or grievances . Particulars of loan guarantees or investment by the company During the year under review no loan guarantees or investment is made by the company Risk management The company has place in system a set ailed risk assessment and minimization procedures which was reviewed periodically to effectively control the risk the board of directors was informed periodically about the risk assessment and minimization procesures. Contract and arrangement with related party All transaction entered with related parties for the year under review were on arms length basis and in the ordinary course of business and that the provision of section 188 of the companies act 2013 are not attracted Further there were no contracts arrangement transaction of a materially significant nature with the promoters the directors or the management their subsidiaries or relatives that may have potential conflict with the interest of the company at large dactyls of related party transaction forms part of corporate governance report. Extract of annual return The detail forming part of the extract of the extract of the annual return in form mgt -9 as required under section 92 of the companies act 2013 is included in this report as annexure b and forms an integral part of this report Conservation of energy technology abortion foreign exchange earnings and outgo The company has no activities relating to conservation of energy of technology absorption the company has not earned or spent any foreign exchange during the year . Share capital The paid up equity share capital as at march 31,2015 stood at Rs. 653.76 lacs. During the year under review the company has not issued shares with differential voting right nor has granted any stock option or sweat equity share . as no march 31 2015 none of the directors of the company hold instrument convertible in to equity shares of the company Deposits The company has not accepted any deposits from the public and does not hold any public deposit Significant and material orders passed by the regulators or courts. The are no significant and material order passed by the regulatory courts that would impact the going concern status of the company and its future operation Material changes and commitments No material changes and commitment affecting the financial position of the company have occurred after the end of the financial year 2014-15 and tikk date of this report Prevention of sexual harassment at workplace The company has in place an anti sexual harassment policy in line with the requirement of the sexual harassment of women at workplace act 2013 internal complaint committee has been set up to redress complaints received regarding sexual harassment there is no sexual harassment complaints received during the year 2014-15 Particulars of employees There were no employees during the year within the meaning of section 197 (12) of the companies act 2013 read with companies (appointment and remuneration of managerial personnel rules 2014 Acknowledgement Your directors would like to express their sincere appreciation for the assistance and co operation received from the bank government authorities and shareholders during the year under review . For and on behalf of the board of directors Mr. shiren d Mehta Executive chairman Place : Mumbai Date : 29th may 2015. |