AFFLUENCE

DIRECTORS’ REPORT                                                             

To

The Members,

Your Directors have pleasure in presenting 31st Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The salient features of the Company’s working for the year under review are as under:

                                                                                        (` In lacs)

Operations

During the year under review the Company has recorded receipts of Rs. 4333.29 Lacs as compared to Rs. 4372.02 Lacs in the previous year and net profit of Rs. 42.16 Lacs as compared to Loss of Rs. 43.67 Lacs In the previous year. The working of the Company is progressing smoothly and the activities with regard to the different products is as per the details given below:

Doan Rajkamal

The Company has already commenced production and marketing of FMCG and other products and they have been well accepted in the market. The Company has diversified and expanded its product portfolio which will improve turnover and profitability and will give the Company scope to grow in this field.

Polo Queen Solutions

The Company has appointed KPMG as Management Consultants to prepare a project report to enable the Company to proceed with the business plan for development of an I.T. Park/ ITES/ Data Centre.

Polo Queen Minchems

Under this activity the Company is carrying out manufacturing and trading activities in chemicals and minerals and is hopeful of expanding it’s business in the coming year.

Polo Queen Pharma

The Company has completed acquisition of land in Mahad for this division and is in the process of finalising the plans to develop the Pharma unit.

Dividend

With a view to conserving the resources of your company, your Directors have decided not to recommend Dividend for the year.

Share Capital

During the year, the Company has allotted 6150000 Equity Shares of Rs.10/- each to the shareholders Polo Queen Infotech and Textile Limited as per the Scheme of Amalgamation approved by the Hon. High Court, Bombay. Accordingly Paid-up Equity Share capital of the Company as on 31/03/2015 stands increased from Rs. 1.00 Crore to Rs. 67.15 Crores.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., 31 March 2015, and the date of the Directors’ report.

Directorate

In terms of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Prabhas Kumar Sanghai (holding DIN 00302947) and Mr. Nandlal Sanghai (holding DIN 00181592) shall retire by rotation at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment as Director of the Company.

Brief profiles of the Directors seeking re-appointment as Directors of the Company are provided in the Notice convening the ensuing Annual General Meeting.

Mrs. Grishma Khandwala, Women Director stepped down from her Directorship of the Company, with effect from 30th June, 2015. The Board places on record its appreciation for the services rendered by Mrs. Khandwala during her tenure as a 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 the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

Independent Directors in terms of Companies Act, 2013 and Clause 49 of the Listing Agreement, carried out performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year Nine Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Key Managerial Personnel

Mr. Umesh Agarwal and Mr. Udit Sanghai were appointed Wholetime Director and Wholetime Director & Chief Financial Officer (CFO) of the Company before the Companies Act, 2013 came into force and Mr. Udit Sanghai CFO is designated as a Key Managerial Person.

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors under sub – section (7) of Section 149 of the Companies Act, 2013.

Subsidiary, Joint Venture or Associate Companies

During the year, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company.

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statements.

Particulars of Loans, Guarantees or Investments

There were no Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, during the Financial year.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/ objectives. Timely reports are placed before the board for considering various risks involved in the Company business/ operations. The Board evaluates these reports and necessary / corrective actions are them implemented.

A brief report on risk evaluation and management is provided under Management’s Discussion and Analysis Report forming part of this Annual Report.

Internal Financial Controls

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has not earned any foreign exchange but has spent Rs.1,55,97,141/- in Foreign Exchnage during the accounting year ended 2014-15.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors’ Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that :

a)    the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b)    the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year;

c)    sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d)    the Annual Accounts have been prepared on a going concern basis;

e)    the internal financial controls laid down in the Company were adequate and operating effectively;

f)     the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

Share Registrar & Transfer Agent

The Company’s Registrar & Transfer Agents is Satellite Corporate Service Private Limited (SCSPL). SCSPL is a SEBI registered Registrar & Transfer Agent. The contact details of SCSPL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries, if any to SCSPL; however, in case of difficulties, as always, they are welcome to contact the Company’s Compliance Officer, the contact particulars of which are contained in the Report on Corporate Governance.

Fixed Deposit

Your Company has not accepted any deposit from the public during the year within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and therefore, this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure I and forms a part of this Report of the Directors.

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations.

Auditors

M/s N. K. Jalan & Co., Chartered Accountants were appointed as statutory auditors at the previous AGM to hold office till the conclusion of 33rd AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s N.K. Jalan & Co. as Auditors of the Company is recommended for ratification at the ensuing AGM.

Auditors’ Report

The Auditors’ Report to the shareholders does not contain any reservation, qualification or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Grishma Khandwala, Practicing Company Secretary (C.P. No. 1500) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as ‘Annexure – II’ to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure III.

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:

a)         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.

b)         During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to the Company’s Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors’ Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

For and on behalf of the Board of Directors

                                                            (NANDLAL SANGHAI)          (RAHUL SANGHAI)

                                                              CHAIRMAN                                DIRECTOR

                                                          (PRABHAS SANGHAI)              (UMESH AGARWAL)            

                                                    DIRECTOR                      WHOLE-TIME DIRECTOR

                                                                              (UDIT SANGHAI)                              

                                                            (WHOLE-TIME DIRECTOR

& CHIEF FINANCIAL OFFICER)                         

Place : Mumbai

Dated: 6th August, 2015

ANNEXURE-I

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

(i)         The percentage increase in remuneration of each Director, Chief Executive Officer and Chief Financial Officer during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under –

 (ii)       The median remuneration of employees of the Company during the financial year 2014-15 was Rs.1,71,925 

(iii)       In the financial year 2014-15, there was an increase of 3.92% in the median remuneration of employees.

(iv)       There were 44 permanent employees on the rolls of Company as on March 31, 2015.

(v)        Relationship between average increase in remuneration and company performance:

The turnover for the financial year ended March 31, 2015 decreased by 0.88% whereas the increase in median remuneration was 3.92%. The average increase in median remuneration was in line with the performance of the Company and partly on individual employee’s performance.

(vi)       Comparison of remuneration of the each Key Managerial Personnel against the performance of the Company:

There has been no increase in remuneration of the Key Managerial Personnel during the Financial Year 2014-2015.

(vii)     Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in market quotation of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

The Company’s shares were last traded on 18.10.2000 at Rs.5.40/- per share thereafter there has been no trading.

The Company has not made any Public Issue or Rights Issue of securities in the last 10 (ten) years, and therefore no comparison has been made of current share price with public offer price.

The Company’s shares are listed on Calcutta Stock Exchange and U.P. Stock Exchange.

(viii)     Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2014-15 is 3.96% whereas the increase in the managerial remuneration for the same financial year was 14.97%.

(ix)       The key parameters for the variable component of remuneration availed by the Directors:

There is no variable component of remuneration availed by the Directors.

(x)        The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:  Not Applicable

(xi)       It is hereby affirmed that the remuneration paid during the year ended 31st March, 2015 is as per the Remuneration Policy of the Company.

                                                          Form No. MR-3                                         ANNEXURE II

SECRETARIAL AUDIT REPORT

For the Company’s Financial Year from 1st April, 2014 to 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel]

To,

The Members,

Polo Queen Industrial and Fintech Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Polo Queen Industrial and Fintech Limited. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing my opinion thereon.

            Based on my verification of  the books, papers, minute books, forms and returns filed and other records maintained by the Company and also  the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period comprising the Company’s financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

            I have examined the books, papers, minute books, forms and returns filed and other records maintained by Polo Queen Industrial and Fintech Limited for the Company’s financial year ended on 31st March, 2015 according to the provisions of:

(i)            The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii)           The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii)          The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv)         Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v)          The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI ACT’):-

(a)  The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b)  The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c)  The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

(d)   The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 – Not Applicable

(e)  The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not Applicable

(f)   The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g)  The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – Not Applicable

(h)  The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998 – Not Applicable

(vi)         As per information provided by the management, there are no laws specifically applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

(i)    Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii)  The Listing Agreements entered into by the Company with CSE and U.P. Stock Exchange;

            During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above, to the extent applicable,

I Further Report that during the year under review

            The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

            Adequate notice was given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

            Decisions at the Board meetings were taken unanimously.

            I Further Report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

 Mumbai                                                                                           GRISHMA KHANDWALA

         Company Secretary

6th August, 2015                                                                               ACS No. 6515

         C.P. No. 1500

My report of even date is to be read along with this letter.

To,

The Members

Polo Queen Industrial and Fintech Limited

1.         Maintenance of Secretarial record is the responsibility of the management of the company. My responsibility is to express as opinion on these secretarial records based on my audit.

2.         I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3.         I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4.         Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5.         The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6.         The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 Mumbai                                                                                            GRISHMA KHANDWALA

          Company Secretary

6th August, 2015                                                                                ACS No. 6515

                                                                                                C.P. No. 1500

Annexure -III

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I.      REGISTRATION & OTHER DETAILS:

II.      PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

III.         

       III.   PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)   Category-wise Share Holding