DIRECTORS' REPORT TO, THE MEMBERS, Your Directors have pleasure in submitting the Thirty-Fourth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31* March, 2015. Dividend In order to conserve the resources for future, your Directors do not recommend any dividend. Operating Result and Profit The Company has an income aggregating Rs.9.36 Lacs as againstRs. 10.27 Lacs in previous year. The Profit before taxes in the current year is Rs. 0.02 Lacs as against Rs. 0.03 Lacs in the previous year and Profit after taxes are Rs. 0.015 Lacs as against Profit after tax ofRs. 0.025 Lacs in the in the previous year. Future Outlook The Company's plans for securing the growth is under way and appropriate action will be taken in future at appropriate time forfuture development. Fixed Deposit During the year under review, the Company has not raised any funds by way of fixed deposits and as such, no amount of principal or interest was outstanding as of the balance sheet date. Internal Audit System The Company's has in house Internal Audit department commensurate with its nature and size of the Company. Internal Control System and Its Adequacy The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Particulars of Employees In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered underthe said provisions of the Act. Conservation Of Energy and Technology Absorption and Foreign Exchange Earning & Outgo The Company has taken all possible measures for the conservation of energy by undertaking required steps. The information regarding the foreign exchange earnings and outgo is not applicable hence there is no such transactions. Code of Conduct In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and Members of the Board about the compliance of Code of Conduct as laid down by the Board. Sexual Harassment of Women at Workplace There were no cases of sexual harassment filed during the year under review, in terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Management Discussion and Analysis and Corporate Governance Report In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report. Directors' Responsibility Statement Yours Directors state that: (i) That in presentation of the Annual Accounts, applicable Accounting Standards has been followed. (ii) That the accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2015. (iii) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities. (iv) That the annual accounts of your company have been prepared on going concern basis. (v) The directors have laid down internal financial controls, which are adequate and operating effectively. (vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Auditor's Report There are no qualifications in the report of the Statutory Auditors for the year 2014-15. Statutory Auditors M/s. Jajodia and Company, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013. Secretarial Auditor The Board has appointed K Pratik & Associates, Practicing Company Secretary, to conduct Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Extract of Annual Return In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as annexure to the Board's report. Acknowledgements The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance. The Directors would also like to thank Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the Management By order of the board of directors Vijay p. khowala Wholetime directors Din no 00377686 Place : Mumbai , Date : the 30th day of may ,2015 |