DIRECIORS' REPORT Your Directors are pleased to present the 28th Annual Report with the Audited Accounts of the Company for the year ended 31 March 2015. Dividend Your Directors have recommended a dividend payment of Rs.3.10 per equity share of H10 each for the financial year 2014-15, as compared to Rs.2 per equity share in the earlier year. This dividend is subject to approval by the shareholders at the ensuing AGM. The total dividend appropriation (excluding dividend tax) for the current year is Rs.26,371,080 as against Rs.17,013,600 in the earlier year, resulting in a payout of 18.08% of the standalone profit, and is in line with the dividend policy adopted by the Company. REVIEW OF OPERATIONS The financial year saw an increase in sales by 30%. We started off the year with a clear objective to increase our market share as well as add new products. The business got clearly divided into four divisions: 1. Poultry vaccines 2. Poultry health products 3. Large animal vaccine 4. Large animal health products The poultry vaccine division saw a growth of 29%, an increase in sales to Rs.827.20 million from Rs.641.10 million in the previous year. The growth in this division came from increasing our market share as well as from the growth of the poultry industry. Another hallmark achieved is that the sales have been fully derived from our own produced vaccines, without any dependency on any intermediate, as what we were otherwise dependent on till 2012-13. We have 40 licensed poultry vaccines and hope to add eight more in the current financial year. The poultry health products division, being one year old, has just taken off, generating sales of Rs.7.70 million as compared to negligible sales of Rs.3.90 million from the previous year. The range includes one medicine, seven feed supplements and one disinfectant. We hope to substantially increase the range in all the three subdivision. The large animal vaccine division, having started on 25 March 2015, had negligible contribution in the sales in the financial year. We have two licensed large animal vaccines, PPR and Goat Pox, and hope to add five more in the current financial year. The large animal health products division saw a growth of 19%, an increase in sales to Rs.54.20 million from Rs.45.50 million. In the current financial year, we hope to grow by over 40%. The current range includes 14 medicines, six feed supplements and three disinfectants and we hope to add more products in this financial year. Exports grew by 55%; an increase in sales to Rs.50.89 million from Rs.32.83 million in the previous year. The exports comprised mainly of poultry vaccines. Having registered at least one product in 13 countries and with on-going registrations in 23 countries, the exports are poised to grow at over 100% on a year-to-year basis for the next few years. The Company earned a non-recurring operational income for Rs.11.30 million. The Nepal plant would be commissioned in October 2015. During the year, CARE upgraded our credit ratings as follows: • Long-term rating from 'BBB' to 'BBB + ' • Short-term rating from 'A3' to 'A3 + ' Current certifications held by us are: 1. WHO-GMP 2. GLP (Good Laboratory Practices) 3. ISO 9001:2008 4. ISO 14001:2004 5. OHSAS 18001:2007 6. DSIR approved R&D centre CONSOLIDATED FINANCIALS The Group's consolidated total income from operations is Rs.909.36 million and net profit after minority interest is Rs.123.88 million for the financial year 2014-15 as compared to the Group's consolidated total income from operations of Rs.696.54 million and net profit after minority interest of Rs.94.54 million for the previous financial year 2013-14. Consolidated financial results include the financial results of Hester Biosciences (Mauritius) Limited, Gujarat Agrofarm Limited and Diavetra Lifesciences Private Limited, the wholly owned subsidiaries of Hester Biosciences Limited and Hester Biosciences Nepal Private Limited, the step down subsidiary of Hester Biosciences Limited. LISTING OF SECURITIES The Company's Equity Shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange India Limited (NSE). During the year, the Company has obtained the final approval letter of the listing of its equity shares on NSE and the trading for the equity shares of the Company at the NSE was started with effect from 13 March 2015. The Company has already paid the listing fees to the both the Stock Exchanges for the Financial Year 2015-16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Meeting The Board consist of Eight members as on 31 March 2015, four of whom are Promoters and Non Independent Directors and remaining four are Independent Directors. Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met Seven times, viz 7 April 2014, 30 May 2014, 24 July 2014, 18 October 2014, 24 December 2014, 21 January 2015 and 28 March 2015. Committee of Board Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board: • Audit Committee • Nomination and Remuneration Committee • Stakeholders' Grievances and Relationship Committee • Corporate Social Responsibility Committee • Management Committee • Share Transfer Committee A detailed note on the committees with respect to composition, meeting, powers, and terms of reference is provided under the corporate governance report section in this Annual Report. Appointment, Re-appointment and Resignation of Directors During the year, Ms. Nina Gandhi was appointed as an Alternate Director for Mr. Ravin Gandhi in place of Mr. Parimal Tripathi with effect from 30 May 2014. Subsequently, Ms. Priya Gandhi was appointed as an Alternate Director for Mr. Ravin Gandhi in place of Ms. Nina Gandhi with effect from 18 October 2014. Mr. Darayus Lakdawalla has resigned as an Independent Director of the Company with effect from 24 July 2014. The terms of appointment of Mr. Vimal Ambani, as an Independent Director of the Company, has expired with effect from 1 April 2015. Further, Dr. Siba Samal has resigned from the Board with effect from 10 August 2015. The Board places on record their appreciation for the services rendered by them during their tenure with the Company. Ms. Grishma Nanavaty was appointed as an Independent Director of the Company with effect from 24 July 2014. The said appointment was approved by the Members at the last Annual General Meeting. During the year, Mr. Rajiv Gandhi, CEO and Managing Director of the Company was re-appointed, for a further period of three years, with effect from 1 April 2014. Members have approved the said re-appointment through Postal Ballot. After the completion of the term of appointment for Mr. Vishwesh Patel, Ms. Grishma Nanavaty and Dr. Siba Samal as an Independent Directors of the Company, the Board of Directors have appointed all of them as an Additional Directors of the Company, with effect from 01 April 2015. Considering their valuable contribution to the organisation, the Nomination and Remuneration Committee has recommended appointment of all the three Independent Directors for the next term of five consecutive years i.e. up to 31 March 2020. The Company has received requisite notice in writing from a member proposing Mr. Vishwesh Patel, Ms. Grishma Nanavaty and Dr. Siba Samal for appointment as an Independent Directors of the Company. Members in their ensuing General Meeting shall consider their appointment for further period up to 31 March 2020. Mr. Naman Patel was appointed as an Alternate Director for Dr. Siba Samal with effect from 18 October 2014 and subsequently resigned as on 30 June 2015. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Naman Patel was appointed as an Additional Director designated as an Independent Director with effect from 30 June 2015. Further, Mr. Amit Shukla was appointed as an Additional Director of the Company with effect from 11 August 2015. They both shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing them for appointment as an Independent Directors of the Company. Further, Nomination and Remuneration Committee of the Company has recommended their appointment for a period up to 31 March 2020. In terms of the provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has Ms. Grishma Nanavaty as an Independent Director on the Board of the Company. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Mr. Ravin Gandhi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013. Declaration by Independent Directors The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms and conditions of the Independent Directors are incorporated on the website of the Company at: <http://www.hester.in/polices.php> Training of Independent Directors To familiarise the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, organisation structure, finance, human resources, technology, quality and facilities. Further, the Company has devised a Familiarisation Programme for Independent Directors and the same been placed on the website of the Company at: <http://www.hester.in/polices.php> Details of Key Managerial Personnel Mr. Rajiv Gandhi, CEO & Managing Director, Mr. Jigar Shah, Chief Financial Officer and Ms. Amala Parikh, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in the office before the commencement of the Companies Act, 2013. None of the Key Managerial Personnel has resigned or appointed during the year under review. Nomination and Remuneration Policy The Company has, in order to attract motivated and retained manpower in competitive market, and to harmonise the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time, devised a policy on the nomination and remuneration of Directors, key managerial personnel and senior management. Key points of the policy are: A. Policy on appointment of Directors, key managerial personnel and senior management personnel • The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and senior management personnel and recommend to the Board for his/her appointment. • A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. • In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the inde-pendent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively. B. Policy on remuneration of Director, key managerial personnel and senior management personnel The Company's remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows a combination of fixed pay, benefits and performance-based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders. Board Evaluation Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and individual Director. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated. A structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as suggested by the Nomination and Remuneration Committee. The performance evaluation of the Independent Directors was completed. During the year under review, the Independent Directors met on 28 March 2015 interalia, to discuss: • Performance evaluation of Non Independent Directors and Board of Directors as a whole, • Performance evaluation of the Chairman of the Company, • Evaluation of the quality of the flow of information between the Management and Board for effective performance by the Board. The Board of Directors expressed their satisfaction with the evaluation process. CORPORATE SOCIAL RESPONSIBILITY ("CSR") The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the CSR activities to be undertaken by the Company, which has been approved by the Board. The CSR policy encompasses the Company's philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large. The CSR Policy may be accessed on the company's website at: <http://www.hester.in/polices>. The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects. Aligning with the guidelines, your Company has constituted a Corporate Social Responsibility Committee. The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the Corporate Social Responsibility Policy and recommending the amount to be spent on CSR activities. Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to CSR Committee and an Annual Report on CSR Activities form part of this Directors' Report as Annexure-1. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES As on 31 March 2015, your Company has four subsidiary companies namely Hester Biosciences (Mauritius) Limited, Gujarat Agrofarm Limited and Diavetra Lifesciences Private Limited (wholly owned subsidiaries) and Hester Biosciences Nepal Private Limited (step-down subsidiary). Further, there has been no material change in the nature of business of the subsidiaries. The Board of Directors of the Company has formulated a policy for determining "Material Subsidiaries" to comply withthe requirement of Clause 49 of the Listing Agreement for such material subsidiaries. However, the Company has no material subsidiary Company as defined under Clause 49 of the Listing Agreement. The policy for determining "Material Subsidiaries" may be accessed on the Company's website at the link: <http://www.hester.in/polices.php>. During the year, Gujarat Agrofarm Limited became a wholly owned subsidiary of the Company. The Company does not have any joint ventures as on 31 March 2015. There is one Associate Company, namely Innoves Animal Health Pvt. Ltd. The audited financial accounts of the Subsidiary Companies will be available for inspection during business hours at our registered office. Further, the financial highlights of Subsidiary, Joint Venture and Associates Companies are part of this Directors' Report as Annexure-2 as prescribed in Form AOC-1. The performances of the Subsidiary Companies are as under: Hester Biosciences (Mauritius) Limited (HBML) This Company was incorporated in 2011, as a wholly (100%) owned subsidiary of Hester Biosciences Limited. The Company has not yet started its activities and hence, only administrative expensed are incurred. Diavetra Lifesciences Private Limited This Company, though established with an objective to develop and market veterinary diagnostics kits, it has not yet started its activities and hence, only administrative expensed are incurred. Hester Biosciences Nepal Private Limited (HBNPL) HBNPL is a subsidiary of HBML. HBML holds 79.20% stake in HBNPL, hence becoming an indirect subsidiary of Hester Biosciences Limited. HBNPL will be in the business of manufacturing large animal vaccines in Nepal. The project is expected to complete before the end of the current financial year. Gujarat Agrofarm Limited (GAFL) In November, 2014, the Company has formed a new subsidiary namely Gujarat Agrofarm Limited with an objective of manufacturing, selling and distributing growth media used for animal vaccines industries. PUBLIC DEPOSITS During the period under review, the Company has not accepted deposits from shareholders and public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Further, as per Section 74 of the Companies Act, 2013, the Company has repaid all the existing deposit accepted under the Companies Act, 1956. There were no deposits, which were claimed and remained unpaid by the Company as on 31 March 2015. SHARE CAPITAL The paid up equity share capital as at 31 March 2015 stood at H85.07 million. During the year under review, the Company has not issued any share capital. FINANCE The working capital requirement was funded through enhanced bank limits. The capital expenditures were funded through the additional working capital and term loans from the bank as well as through internal accruals. SCHEME OF ARRANGEMENT The Board of Directors has approved the draft Scheme of Arrangement involving the amalgamation of Hester Biosciences (Mauritius) Limited, Gujarat Agrofarm Limited and Diavetra Lifesciences Private Limited to Hester Biosciences Limited and demerger of the trading unit of Innoves Animal Health Private Limited into Hester Biosciences Limited, between the Companies and its Equity Shareholders and Creditors, in its meeting held on 24 December 2014, pursuant to the provisions of Sections 391 to 394 and Section 261 to 264 of the Mauritius Companies Act, 2001 and other applicable provisions of the 1956 Act, the Companies Act, 2013 ("the 2013 Act") and the Mauritius Companies Act, 2001. The same scheme was filed with the stock exchanges as on 9 March 2015 at BSE and 20 March 2015 at NSE. The Company has received final observations letters from both the Stock Exchanges for the Scheme. The above Scheme is yet to be filed with the Hon'ble High Court of Gujarat. VIGIL MECHANISM The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report instances of unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimisation of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and the certificate obtained from practicing Company Secretary confirming its compliance is provided separately and forms a part of this Report. The Board of Directors supports the basic principles of corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors' Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There was a fire in one of the secondary production buildings at Hester's Mehsana plant at 5 pm on Monday 29 June 2015. The fire was completely brought under control by 7 pm. There had been no loss or damage to any life. Having a full insurance cover, the company has claimed INR 13.20 million from the insurance company. The fire had caused a temporary loss in production which has not much impacted our sales. EXTRACT OF ANNUAL RETURN Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31 March 2015 in Form MGT-9 forms part of this Directors' Report as Annexure-3. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All the related party transactions that were entered during the financial year were in the ordinary course of business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly, the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee. The policy on Related Party Transactions, as approved by the Board of Directors, is uploaded on the website of the Company www.hester.in All the related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis as provided in Annexure 4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information relating to conservation of energy, technology and foreign earning and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 forms part of this Directors' Report as Annexure 5. PARTICULAR OF EMPLOYEES The ratio of remuneration of each Director to the medianemployee's remuneration and other details in terms of Sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Directors' Report as Annexure 6. The details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no employee (except Managing Director and CFO) in the Company employed throughout the financial year with salary above Rs.60 lac p.a. or employed in part of the financial year with average salary above Rs.5 lac per month. Further, there is no employee employed throughout the financial year or part thereof, who was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds, by himself or along with his spouse and dependent children, not less than two percent (2%) of the equity shares of the Company. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has laid down the set of standards, processes and structure which enables it to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board. AUDITORS Statutory Auditors M/s. Shah Narielwala & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 109708W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 27th Annual General Meeting to the conclusion of the 28th Annual General Meeting. Further, M/s. Shah Narielwala & Co., Chartered Accountants, Ahmedabad, has shown unwillingness to act as Statutory Auditor of the Company after completion of audit for the FY2014-15. He has resigned as an Auditor due to his preoccupation with other professional assignment, with effect from 27 June 2015. Due to this casual vacancy, the Company has recommended M/s. Apaji Amin & Co. LLP, Chartered Accountants, Ahmedabad, as the Statutory Auditors of the Company in the terms of the provisions of the companies Act, 2013 and the rules made thereunder, subject to approval by the members in the ensuing Annual General Meeting. The Company has received the consent from M/s Apaji Amin & Co. LLP, Chartered Accountants confirming that they are not disqualified to be appointed as the Auditors of the Company. Accordingly the Board of Directors, based on recommendation made by the Audit Committee, has recommended the appointment of M/s. Apaji Amin & Co. LLP, Chartered Accountants, Ahmedabad, as the Statutory Auditors of the Company to hold the office from the ensuing AGM till the conclusion of the next AGM on such remuneration, as may be determined by the Audit Committee, in consultation with the auditors. Internal Auditors and their report M/s Apaji Amin & Co., Chartered Accountants, Ahmedabad, has been the internal auditor of the Company for the FY2014-15. The Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports its findings on the internal audit of the Company to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee. The Company has appointed M/s Naresh J. Patel & Co., Chartered Accountants, Ahmedabad for the FY2015-16 in the Board meeting held on 28 May 2015, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. Cost Auditors and their report As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Companyhas appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial year 2015-16 on the recommendations made by the Audit Committee subject to the approval of the Central Government. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, will be Rs.125,000 (Rupees hundred and twenty five thousand only) excluding out of pocket expenses, if any. The Cost Audit report for the financial year 2013-14 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2014-15 is within 180 days from 31 March, 2015. Secretarial Auditor and their report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed to this Directors' Report as Annexure-7. DIRECTORS' RESPONSIBILITY STATEMENT As stipulated in Section 134(3) (c) read with 134(5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that: a) In preparation of annual accounts for the year ended 31 March 2015, the applicable accounting standards have been followed and no material departures have been made from the same, 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 and of the profit or loss of the Company for that year, c) The Directors had 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, d) The Directors had prepared the annual accounts for the year ended 31 March 2015 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating 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. AUDITORS' REPORT The Auditors' Report on the accounts of the Company for the accounting year ended 31 March 2015 is self-explanatory and does not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS. 3. The Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. ACKNOWLEDGEMENT Your Directors express their appreciation for the assistance and cooperation received from the State Bank of India, various government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. By order of the Board Rajiv Gandhi CEO & Managing Director Place: Ahmedabad Date: 11 August 2015 |