DIRECTORS'REPORT To, The Members, NEELKANTH TECHNOLOGIES LIMITED Chandigarh. 1.Your Directors have great pleasure in presenting 22nd Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31stMarch, 2015. 2. TRANSFER TO RESERVES: During the financial year 2014-15 the Company has not transferred amount to any reserve. 3. EXTRACT OF ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report. 4. NUMBER OF BOARD MEETINGS 4(Four) meeting of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report. 5. AUDIT COMMITTEE: The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part ofthis report. 6. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: i. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures ii. That the Directors have 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 period. iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the Directors have prepared the Annual accounts on a going concern basis. v. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating 7. DECLARATION OF INDEPENDENT DIRECTORS: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules 8. AUDITORS: M/s. Shiv K. Gupta & Associates, Chartered Accountants, Chandigarh (Firm Registration No.006946N) was appointed as Statutory Auditors at the Annual General Meeting held on 30th September, 2014 for the period of three (3) years. i.e. upto the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment. 9. COMMENTS ON AUDITORS REPORT: The auditor's report does not contain any qualifications, reservation or adverse remark. 10. SECRETARIAL AUDITOR & REPORT The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial audit report for the financial year ended 31st March, 2015 is Annexure B. to this Report. In regards of appointment of Company secretary pursuant to section 203 of the Companies Act, the Company has no operations and the company has accumulated losses over the years, it could not find out suitable candidate. In Regards of Composition of Board of Directors , Company is in the process of Appointing 2 Independent directors 11. PUBLIC DEPOSITS: During the period under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable. 12. PARTICULARS OF EMPLOYEES: Sine Company has not paid any remuneration to any of its directors pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, median employee remuneration cannot be compared. Hence the said details are not provided. 13. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988. (A) Conservation of energy:- i. The steps taken or impact on conservation of energy: N.A. ii. The steps taken by the Company for utilizing alternate sources of energy: N.A. iii. The capital investment on energy conversation equipments: N.A. (B) Technology absorption: i. The efforts made towards technology absorption: N.A ii. The benefits derived like product improvement, cost reduction product development or import substitution: N.A iii. In case of imported technology(imported during the last three years reckoned from the beginning of the financial year)- b. The details of technology imported : N.A c. The year of import :N.A d. Whether the technology been fully absorbed. N.A. e. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A. 14. CORPORATE GOVERNANCE: The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 15. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year Mr. Satish Kumar Director of the Company is retiring by rotation & being eligible offers himself for re-appointment. Ms. Him Jyoti was appointed as an additional Director with effect from 25th March, 2015. The resolution seeking approval of the members for the appointment of Ms. Him Jyoti has been incorporated in the notice of the forthcoming annual general meeting of the company. The company has received a notice under section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Him Jyoti. The remuneration of Mr. Sanjeev Kumar subject to Schedule V of the Companies Act, 2013. 16. PERFORMANCE EVALUATION OF THE BOARD: Pursuant of the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Company has devised a policy containing criteria for evaluating the performance of the independent. Non Executive and Executive Directors, Board and committees. Feedback was sought by way of structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its committee, Board culture, execution and performance of specific duties, obligations and governance. The manner in which evolution has been carried out in the Corporate Governance report, forming part of this Annual Report. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'. 18. SUBSIDIARIES: The Company has one associates companies as on 31st March, 2015. There are no subsidiaries, provisions of Section 129 of the Companies Act, 2013 is not applicable. Pursuant to provisions of section 129(3) of the Companies Act, a statement containing salient features of the financial statements of the Associates Company's in Form AOC-1 is attached herewith as per Annexure C 14. CORPORATE GOVERNANCE: The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 15. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year Mr. Satish Kumar Director of the Company is retiring by rotation & being eligible offers himself for re-appointment. Ms. Him Jyoti was appointed as an additional Director with effect from 25th March, 2015. The resolution seeking approval of the members for the appointment of Ms. Him Jyoti has been incorporated in the notice of the forthcoming annual general meeting of the company. The company has received a notice under section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Him Jyoti. The remuneration of Mr. Sanjeev Kumar subject to Schedule V of the Companies Act, 2013. 16. PERFORMANCE EVALUATION OF THE BOARD: Pursuant of the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Company has devised a policy containing criteria for evaluating the performance of the independent. Non Executive and Executive Directors, Board and committees. Feedback was sought by way of structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its committee, Board culture, execution and performance of specific duties, obligations and governance. The manner in which evolution has been carried out in the Corporate Governance report, forming part of this Annual Report. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'. 18. SUBSIDIARIES: The Company has one associates companies as on 31st March, 2015. There are no subsidiaries, provisions of Section 129 of the Companies Act, 2013 is not applicable. Pursuant to provisions of section 129(3) of the Companies Act, a statement containing salient features of the financial statements of the Associates Company's in Form AOC-1 is attached herewith as per Annexure C 19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT, 2 2013 The particulars of loans, guarantees and investments have been disclosed in the financialStatement. 20 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. 21. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE: During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. 22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexure D to this report 23. ACKNOWLEDGEMENTS: Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, 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, staffand workers ofthe Company. On behalf of the Board For Neelkanth Technologies Limited Sd/- SanjeevKumar (Chairman) Date: 14th August, 2015 Place: Chandigarh |