DIRECTORS' REPORT TO THE SHAREHOLDERS Your Directors have pleasure in presenting the Thirty First Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March, 2015. DIVIDENDS: Your Directors do not recommend any dividend. NUMBER OF THE MEETINGS OF THE BOARD The details of the Board meetings held during the year 2014-15 are as under :- a. Meetings of the Board of Directors: Date of the meeting Place of the meeting 5* May, 2014 Mumbai 30* July, 2014 Mumbai 28* October, 2014 Mumbai 22nd January, 2015 Mumbai DIRECTORS' RESPONSIBILITY STATEMENT:- As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility statement" and confirm that a) in preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure; 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 2014-15 (as on 31st March, 2015) and the profit and loss of the Company for that year; c) the Directors have 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 of the Company on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operational effectively, 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. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The company does not pay any remuneration to the Directors of the Company. AUDITORS REPORT The observations made in the Auditors Report are self-explainatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013 LOANS, GUARANTEES OR INVESTMENTS Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013. DEPOSITS Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year. CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES Details of contracts/arrangement with the Related Parties are appearing under note no. 7 and form part of this report. MATERIAL CHANGES AND COMMITMENTS There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on 31st March,2015 and the date of this report i.e 28th May, 2015 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Information relating to Conservation of Energy Technology Aborption and Foreign Exchange Earning and Outgo, required under section 134(3) (m) of the Companies Act, 2013 are not applicable to the Company. PARTICULARS OF EMPLOYEES The Company does not have any employee hence, the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are not furnished. RISK MANAGEMENT POLICY The Company is aware of the risk associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same. Your Company' Risk management framework ensures compliance with the provisions of Clause 49 of the Listing Agreement. Your company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are; securing critical resources; ensuring sustainable plant operations ensuring cost competitiveness including logistics; completion of CAPEX; maintaining and enhancing customer service standards and resolving environmental and safety related issues. CORPORATE SOCIAL RESPONSIBILITY(CSR) At this stage, the Company has not implemented any initiatives on corporate social responsibilities as the said clause is not applicable to it as on date. DIRECTORS/ KEY MANAGERIAL PERSONNEL Mrs. Meenakshi Ruia, a Director of the Company is retiring by rotation and being eligible offers herself for re-appointment for the office of Director. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the Directors individually. AUDITORS Your Directors request you to appoint Auditors for current accounting year and fix up their remuneration. M/s. Nilesh L. Mehta & Associates, Chartered Accountants, Mumbai the existing Auditors of the Company retiring at the ensuing Annual General Meeting are available for a fresh term and have furnished certificate of their eligibility for re-appointment. Auditor's appointment is proposed from the conclusion of the ensuing Annual General Meeting to the next Annual General Meeting. COST AUDITORS The appointment of Cost Auditors is not applicable to the Company. HUMAN RESOURCES The Company does not have any employee. CORPORATE GOVERNANCE A separate section on Corporate Governance, in line with clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Report. ENVIRONMENT REPORT We regard social, economic and environmental responsibility as integral element of the Business. ACKNOWLEDGEMENTS; The Directors wish to place on record their appreciation for co-operation received by the company from its Bankers and business associates. For and on Behalf of the Board Rajendra Ruia Chairman Place: Mumbai Date: 28th May, 2015 |