DIRECTOR'S REPORT To, Dear Shareholders, The Directors present the Annual Report together with the Audited Balance Sheet as at 31st March 2015 and the Statement of Profit and Loss of Eureka Industries Limited for the year ended on 31st March 2015 COMPANY'S PERFORMANCE: Your Company's performance during the year 2014-15 (12 months) and for the period April'13 to March'14 (12 months) is summarized below DIVIDEND: Your Directors are unable to recommend any Dividend on the Equity Shares in view of the present financial position of the Company. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Your Directors wish to present the details of Business operations done during the year under review: OPERATIONS & PROSPECTS: During the year under review, the company has earned the income of Rs. 9,60,939. Your directors are striving hard by making sincere efforts for the better growth and prospects of the Company in the future. CORPORATE GOVERNANCE REPORT: Your Company is committed to good Corporate Governance practices. Your Directors endeavor to adhere to the standards set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices and accordingly has implemented all the major stipulations prescribed. As Per SEBI Circular No. CIR/CFD/POUCY CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 shall not be mandatory to your Company. COMMITTEES OF THE BOARD: During the year, in accordance with the provision of Companies Act, 2013, the Board of Directors of the Company has re-named the existing committees viz., Stakeholders Relationship Committee [formerly known as Shareholder's/Investor's Grievance Committee] and Nomination and Remuneration Committee[formerly known as Remuneration Committee]. There are currently three committees of the Board, as following: Audit Committee The constitution of Audit Committee is in confirmation with requirements of Section 177 of the Companies Act, 2013 and also as per the requirements of Clause 49 (II) (A) of the Listing Agreement Powers of the Audit Committee • To investigate any activity within its terms of reference; • To seek information from any employee; • To obtain outside legal or other professional advice; and • To secure attendance of outsiders with relevant expertise, if it considers necessary. Nomination and Remuneration Committee The Remuneration Committee of the Company recommends to the Board the compensation, terms of Managerial Personnel subject to approvals from shareholders and Central Government, as and when necessary. Stakeholders Relationship Committee The Stakeholders Relationship Committee has been constituted to look into investors complaints like transfer of shares, non - receipt of declared dividend, etc and take necessary steps for redresses thereof. The Committee approves issue of new / duplicate share certificates. The Committee oversee and review all matters connected with share transfers / transmission /demat / remat and other issues pertaining to shares. The Committee also looks into the investor relations / grievances and redressal of the same, on a periodical basis. The Composition of the Stakeholders Relationship Committee is as under: REMUNERATION POLICY: The remuneration of Managerial Person is recommended by the Remuneration Committee and approved by the Board of Directors and Members at the General Meeting. CASH FLOW STATEMENT: Cash flow statement in pursuant to Clause 32 of the listing agreement is attached and forms part of the report. PUBLIC DEPOSITS: The Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 during the year under review. DIRECTORS: Mr. Narayan B. Prajapati (DIN 02533184), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment. Confirmation of Appointment: Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Miss. Aarefa O. Dudhwala is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Independent Director. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013 the Directors state and confirm that: (1) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (2) Appropriate accounting policies have been selected and applied them consistently and judgments and estimates made 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 of the profit or loss of the Company for that period; (3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities ; (4) The accounts have been prepared on going concern basis. (5) They have laid down internal financial controls in the company that are adequate and were operating effectively. (6) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. LISTING OF EQUITY SHARES WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange Ltd, Mumbai where the Company's Shares are listed. PARTICULARS OF EMPLOYEES: There is no employee drawing remuneration falling within the limits specified under Section 134(3) and 197 of the Companies Act, 2013 hence no statement is enclosed. AUDITORS: M/s. Kothari Sangawat & Associates (FRN 132985 W) Chartered Accountants, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their appointment as the Statutory Auditors of the company. The company has received a certificate from the auditors to the effect their re-appointment, if made, would be within the prescribed limit u/s. 141 of the Companies Act, 2013. Secretarial Audit: According to the provision of section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Rohit Bajpai & Associates, a Practicing Company Secretary is enclosed as Annexure B as a part of this report CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules 2014 , Your Company has no activities relating to Conservation of Energy, Technology Absorption etc. Foreign Exchange Earning and Outgo: NIL CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of section 135 and schedule VII of the Companies Act, 2013 are not applicable to your Company and hence the Company has not developed and implemented any Corporate Social Responsibility initiatives. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.eurekaindustries.in under shareholders/Vigil Mechanism Policy link. RELATED PARTY TRANSACTIONS: There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The Related Party Transaction Policy has been uploaded on the website of the Company at www.eurekaindustries.in under shareholders/ Related Party Transaction Policy link. RISK MANAGEMENT POLICY: The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9 is enclosed as annexure A herewith. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. CODE OF CONDUCT The Company's code of conduct has been complied with by all the members of the Board and selected employees of the Company. The Company has in place a prevention of Insider Trading Code based on SEBI (Insider Trading) Regulation, 1992. This code is applicable to all Directors and designated employees. The code ensures prevention of dealing in shares by persons having access to the unpublished price sensitive information. The Code has been posted on the Company's website www.eurekaindustries .in NUMBER OF BOARD MEETINGS HELD: During the financial year 2014-15 under review the Board of Directors met Five times on May 30, 2014, August 14, 2014, November 14, 2014, February 12, 2015 and March 31, 2015. The Audit Committee met Four times during the financial year on May 30, 2014, August 14, 2014, November 14, 2014, and February 12, 2015. ACKNOWLEDGEMENT: Your Directors take this opportunity to express their gratitude and thank the Customers, Dealers and Suppliers, Investors, Members, Banks, Financial Institutions, Central and State Governments for their continued support and co-operation. Your Directors also thank the employees of the Company across all levels for the sincere and hard work put in by them during the year under review. For and on behalf of the Board of Directors Ketan A. Gandhi Director Narayan B. Prajapati Director Date : May 29, 2015 Place : Ahmedabad |