Directors' Report To the Members Your Directors have pleasure in submitting their 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. Review of Operations The year gone by was a surprisingly tough one for the economy; hopes of a quick recovery were belied. Stock Markets, however, tend to rise in anticipation of better economic performance. It was this rise that helped us increase our equity trading activities and reduce our losses substantially. The future also holds high promise of a considerably better business environment over the next 3-5 years, which would also lead to a rally in the equities markets. We are very positive on future trends and expect our financial performance to be much better in the years to come. Material Changes and Commitments after the end of Financial Year There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report. Dividend In view of the loss, your Directors do not recommend any dividend for the Financial Year 2014-15. Information in accordance with Section 134(3) of the Act read with Companies (Accounts) Rules, 2014: In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report. Directors and Key Managerial Personnel Mr. Prerit Damani (DIN: 00015362), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed Mr. Abhishek Bagri (DIN: 00015897) as Chief Financial Officer and Ms. Ankita Phophaliya as Company Secretary and formalized the appointment of Mr. Anil Kumar Bagri, Managing Director as key managerial personnel of the Company effective from 15th December, 2014. Number of Meetings of the Board The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business. During the year, eight Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement. Declaration from Independent Directors Mr. Giriraj Ratan Damani (DIN: 00025141) and Ms Swati Dujari (DIN: 05349218), who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required. Committees of the Board During the year, in accordance with the Companies Act, 2013, the Board has constituted / reconstituted Committees. Currently the Board has the following Committees:-Audit Committee Nomination & Remuneration Committee Shareholders' / Investors Grievances Committee Share Transfer Committee Policy on Directors' Appointment and Remuneration and Criteria for Independent Directors The Remuneration Policy for Directors and Senior Management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report. Board Evaluation The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. such accounting policies have been selected 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date; iii. that proper and sufficient care have been taken 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. that the annual financial statements have been prepared on a 'going concern' basis; v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. Adequacy of Internal Financial Controls The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives: • Providing assurance regarding the effectiveness and efficiency of operations • Efficient use and safeguarding of resources • Compliance with policies, procedures and applicable laws and regulations and • Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. The internal auditor also regularly reviews the adequacy of internal financial control system. Details of Subsidiaries / Joint Ventures / Associates The Company does not have any subsidiary/ joint ventures/ associates. Extract of Annual Return As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the Directors' report as Annexure-III Secretarial Audit Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 201415 and the Secretarial Auditors' Report issued by them is attached hereto as Annexure- IV: With regard to the observations in the Secretarial Auditors' Report, your Directors have to state that the company is in the process of filing Form MGT-14 with the Registrar of Companies in respect of resolution passed at the Board Meeting held on 31.03.2015 for making investment. Particulars of Employees The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V Deposits from Public The Company has not accepted any public deposits in terms of Section 73 of the Act and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Auditors, Audit Report and Audited Accounts M/s. Aalok Mehta & Co., Chartered Accountants (Membership No. 126756W), Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to act as Auditors of the Company and given the confirmation that their appointment, if made, would be in conformity with the provision of Section 139 & 141 of the Companies Act, 2013. You are requested to appoint Auditors and fix their remuneration. Safety, Environment and Health The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment. Particulars of Loans, Guarantees and Investments The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. Related Party Transactions Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VI. Code of Conduct The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct. Whistle Blower Policy / Vigil Mechanism There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Prevention of Insider Trading The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. Significant and Material Orders passed by the Regulators or Courts There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations. Risk Management The Company has a process to identify the elements of risks to the business and growth of the Company and the management takes necessary steps and measures to mitigate these risks from time to time. Internal Financial Controls: The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives: • Providing assurance regarding the effectiveness and efficiency of operations • Efficient use and safeguarding of resources • Compliance with policies, procedures and applicable laws and regulations and Ikab Securities & Investment Limited 24th Annual Report • Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis. Corporate Governance Report As per SEBI's circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company. Appreciation The Board of Directors is thankful to its Bankers and Institutions for the support and financial assistance from time to time. Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company For and on behalf of the Board Indra Kumar Bagri Chairman Place: Mumbai Date: May 29, 2015 |