BOARD'S REPORT Dear Members, Your Directors are pleased to present the Thirty Third Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015. 2. Operations: Your Company earned majority of its revenue from resale of IT products and peripherals. It also earned marginal revenues from Human Resource Services. Your Company saw a healthy growth in revenue, however, the escalation in costs have impacted the profitability. The management is hopeful that the new initiatives taken by the Company shall benefit the Company. 3. Dividend: The current lines of business present tremendous opportunity for growth and would need sufficient long term investment. The management, considering the business requirements, has " not recommended any dividend for the current financial year. . Unpaid/Unclaimed Dividend: Pursuant to section 124 of the Companies Act, 2013, unpaid/unclaimed dividend for the years 2008 and 2010 is transferred to unpaid dividend account. Members who have not encashed their dividend warrants should approach the Company/its Registrar for obtaining payments thereof at the earliest. 5. Share Capital: As on March 31, 2015 the Authorised Share Capital of the Company was Rs. 125,00,00,000/-(Rupees One Hundred and Twenty Five Crores only) whereas the paid up Capital was Rs. 116,37,98,560/- (Rupees One Hundred and Sixteen Crores Thirty Seven Lakhs Ninety Eight Thousand five hundred and Sixty only) divided into 116,37,98,560 shares of Re. 1/- fully paid up. During the year under review, Company has not issued any shares or securities convertible into equity shares. 6. Directors: Mr. Mangesh Gurav will be retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. It is proposed to pay remuneration to Mr. Vinod Shinde to be an amount not exceeding Rs.2,00,000/- per annum,as may be determined by the Board and change the designation of Mr. Kiran Thakore from Independent Director to Executive Director. Further, it is proposed to appoint Mr. Sameer Vishnu Padekarand Mr. Paresh Ramesh Gharatas Independent Directors of the Company for a period of 5 years. 7. Declaration by Independent Directors: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149 (6) 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 Listing Agreement entered into by the Company with the Stock Exchange. 8. Directors Responsibility Statement: Your Directors State that: a In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under schedule III of the Act, have been followed and there are no material departures from the same; b 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date; c The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d The Directors have prepared the annual accounts on a 'going concern basis'; e The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 9. Corporate Governance: The company is committed to maintain the highest standards of corporate governance to ensure transparency and efficiency in conducting its business. The report on corporate Governance as stipulated in clause 49 of the listing agreement forms an integral part of this annual 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. 10. Deposits: The Company has neither accepted nor renewed any deposits during the year under review. 11. Disclosures under section 134(3) (l) of the Companies Act, 2013: No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report. 12. Management Discussion and Analysis Report: Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented is a separate section forming part of the Annual Report. 13. Transfer to Reserves: Your Company has not transferred any amount to Reserves in the year under review. 14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information required under section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure-I" and it forms part of this report. « 15. Corporate Social Responsibility (CSR): The conditions prescribed in the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company 16. Extract of Annual Return: Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this report as "Annexure - II". 17. Auditors: a. Statutory Auditors: M/s Verma Mehta and Associates, Chartered Accountants, (FRN: 112118WC) were appointed as statutory auditors of the Company in the Thirty Second Annual General Meeting held on 30th September, 2014, to hold office for the term of three consecutive years, from conclusion of Thirty Second Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Verma Mehta and Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks. b. Secretarial Auditor: The Board had appointed M/s. Mayank Arora & Co., Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as "Annexure-III". The Secretarial Auditor's for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks. 18. Related Party Contracts and Arrangements: All related party transactions done by the company during the financial year were at arm's length price and in the ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large.Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions.The policy on dealing with Related Party Transactions has been uploaded on the company's website at the link http://www.empowerindia.in/investor.html The particulars of Related Party Transactions have been enclosed and marked as "Annexure-IV". 19. Subsidiaries, Associates and Joint Ventures: Details and report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as on March 31, 2015as per the Companies Act, 2013 is provided in "Annexure-V". 20. Risk Management: The Board of Directors of your Company has constituted a Risk Management Committee. Further the Board of Directors, on recommendation of the Risk Management Committee framed and adopted Risk Management Policy of the Company. The said policy has been uploaded on the Company's website at the link http://www.empowerindia.in/investor.html.The broad terms of reference of the Committee are stated in the Corporate Governance Report. 21. Internal Financial Control: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. 22. Vigil Mechanism/W histle Blower Policy: Your Company has an effective Vigil Mechanism System which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all employees, including Directors and Officers of the Company .Even your Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with your Company. 23. Board Meeting: 5(Five) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance. 24. Audit Committee: The Audit Committee comprises of 3 (three) Directors, namely Mr. Nikhil Pednekar (Chairman), Mr. Rajgopalan Iyengar and Mr. Kiran Thakore. All the recommendations made by the Audit Committee were accepted by the Board. 25. Nomination & Remuneration Committee & Policy: The Company strives to maintain an appropriate combination of executive, non-executive and independent directors subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least 1 (One) Woman Director. The Nomination and Remuneration Committee leads the process for Board appointments in accordance with the requirements of the Companies Act, 2013, Listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for the appointment to the Board are inter-alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Companies Act, 2013, Listing Agreement and other applicable regulations or guidelines. In case of re-appointment of independent directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level. During the year under review, the Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees. The copy of the policy is attached as "Annexure- VI" to this report. 26. Board Evaluation: A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. « As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process. Significant and Material orders passed by the Regulators or Courts: There are no significant material orders passed by any Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. 28. Particulars of Loans, Guarantees or Investments: Pursuant section 134(3) (g) of the Companies Act, 2015 details particulars of loans, guarantees and investments made by the company as per section 186 of the Companies Act, 2013 are given in notes to the financial statements. 29. Disclosure under section 197(12) of the Companies Act, 2013 and other Disclosures as per rule 5 of the Companies (Appointment & Remuneration) Rules, 2014: The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure VII". 30. Industrial Relations: The relations in the Company continued to be healthy, cordial and progressive. Your company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance. Your company also has a policy of Sexual Harassment which is reviewed by the Internal Committee at regular intervals. 31. Acknowledgements: Your Directors would like to express their sincere appreciation for the assistance and cooperation 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 Company's executives, staff and workers. For Empower India Limited Sd/- Vinod Shinde Chairman & CEO (DIN: 02585889) Place : Mumbai, date : September 2, 2015. |