DIRECTORS' REPORT Dear Member, Your directors have pleasure in presenting their 35th Annual Report on the Audited Financial Statement of the Company for the financial year ended March 31, 2015. FINANCIAL SNAPSHOT: The Company during the year as recorded the loss of Rs. 11,99,443/- as against the profit Rs 61,633-/- in the previous year, There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2014-15 and the date of this report. DIVIDEND: The Board of Directors have not recommended dividend for the year ended 31st March, 2015. RESERVES: Loss for the year has been carried forward and no amount has been transferred to reserves as the company has not made any profit during the year. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES: The Company does not have any subsidiaries, joint venture & associates Company. ACCEPTANCE OF FIXED DEPOSITS: The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under. CHANGE IN THE NATURE OF BUSINESS: There is no change in the current business activity of the Company. INTERNAL FINANCIAL CONTROLS: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls. DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013: No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report. NUMBER OF MEETING OF BOARD OF DIRECTORS: The Board of Directors have met 6 times during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. DECLARATIONS BY INDEPENDENT DIRECTOR: Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company. SHARE CAPITAL: There were no changes in share capital of the Company during the period under review. BOARD AND BOARD COMMITTEES: The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTOR: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees. The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee. POLICY RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES: In terms of the provisions of section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and as per the Listing Agreement, the Company Nomination and Remuneration (N&R) Committee, the NRC comprises of the following members: Mr. Harshad Sobhagchand Dholakia Mr. Vipin Hansraj Hirani Mr. Vimal Dinesh Makwana Ms. Madhuri Augustine Singh The Nomination and Remuneration Committee identified persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the laid down criteria, recommend to the Board their appointment and renewal and shall carry out evaluation of every Director's performance. The Committee formulates criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The Remuneration policy reflects the Company's objectives for good corporate governance as well as sustained and long-term value creation for stakeholders'. The Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that - a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market; b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law; c) remuneration of the Executives are aligned with the Company's business strategies, values, key priorities and goals. Detailed Policy is given under the corporate governance segment of the Annual Report. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee comprises of following as members of the Committee as on 31.03.2015: Mr. Harshad Sobhagchand Dholakia Mr. Vipin Hansraj Hirani Mr. Vimal Dinesh Makwana Ms. Madhuri Augustine Singh During the year, the Committee met for 1 times in the year on 30th March 2015 . Save and Except Ms. Madhuri Augustine Singh, who was appointed on the 30.03.2015, rest all committee members have attended all the meetings during the year under review. DIRECTOR'S CERTIFICATE: A Certificate from the Director in respect of the Financial Statements forms part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review. PARTICULARS OF EMPLOYEES: None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise. AUDITORS: Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed and if appointed, it would be within the limits specified in the Companies Act, 2013. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai,. The members are therefore requested to ratify the appointment of M/s. Shankarlal Jain & Associates LLP, Chartered Accountants who have been approved at the Annual General Meeting held on September 30, 2014, for a term of 3 years i.e. from the conclusion of the 34th Annual General Meeting until the conclusion of the 36th Annual General Meeting, AUDITORS REPORT: The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. SECRETARIAL AUDIT REPORT: A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary is annexed herewith and forming part of the report. As per the comments mentioned in the secretarial audit report we hereby clarify that the company is in process to appoint the Company Secretary and other Key Managerial Personnel as per section 203 of the companies Act, 2013 and is also taking steps for other timely compliances. EXTRACT OF ANNUAL RETURN: Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I) CORPORATE GOVERNANCE: Corporate Governance is not applicable to the Company. CORPORATE SOCIAL RESPONSIBILITY: The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES: The Company is not required to constitute Vigil Mechanism Committee under Section 177(9) of the Companies Act, 2013 DIRECTORS RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that: i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. 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 and loss of the Company for the year ended 31st March, 2015. iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities. iv. The Directors have prepared the Annual Accounts on a going concern basis. v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. vi. 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. PRESENTATION OF FINANCIAL STATEMENTS: The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013. STATUTORY DISCLOSURES: A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. RELATED PARTY TRANSACTIONS: The company has not entered into any transactions falling under the purview of section 188 of the Companies Act, 2013. Accordingly the company was not required to obtain any approval(s) from requisite authority (ies). The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at WWW.SHREESALASAR.IN LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED: Your Company has not advanced any loans, investments, guarantees given and which is as per financial statement. ACKNOWLEDGEMENT: The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support various Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the continue cooperation received from all overseas correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels. By and Behalf of the Board of Directors Shree Salasar Investments Limited. HARSHAD DHOLAKIA Chairman DIN:00379819 Registered Office : 404, Niranjan, 99 Marine Drive, Marine Lines, Mumbai - 400002 Date: 30th May, 2015 Place: Mumbai |