DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting 42nd Annual Report and the Audited Statement of Accounts of your Company for the year ended 31st March, 2015 . Operations During the year under review the Company has recorded receipts of Rs. 33.82 Lacs as compared to Rs. 24.46 Lacs in the previous year and net Profit of Rs.11.49 Lacs as compared to Loss of Rs. 25.65 Lacs In the previous year. Dividend With a view to conserving the resources of your company, your Directors have decided not to recommend Dividend for the year. 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 thepurpose of determining the Directors liable to retire by rotation, the Independent Director are not included in the total number of Directors of the Company. Accordingly, Mrs. Tej Dalal (holding DIN 01723773), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment as a Director of the Company. Necessary resolution for the re-appointment of the Director seeking re-appointment has been included in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report. 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 with 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 wit 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 ten 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. Rikeen Dalal and Mr. Samir Desai were appointed Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company respectively before the Companies Act, 2013 came into force and they are also designated as the Key Managerial Personnel of the Company. 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 Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements. 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 then 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 neither earned nor spent any foreign exchange 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 for shares is Bigshare Service Private Limited (BSPL). BSPL is a SEBI registered Registrar & Transfer Agent. The contact details of BSPL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries, if any to BSPL; 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 mismanagement, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. Auditors M/s S. P. Jain & Associates, Chartered Accountants were appointed as statutory auditors at previous AGM to hold office till the conclusion of 44th 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 S. P. Jain & Associates 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 - III' 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 II. 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) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme. c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. d) 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. e) 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 Rikeen P. Dalal Director Tej P. Dalal Director Place : Mumbai Date : 18th August, 2015 |