DIRECTORS' REPORT TO, THE MEMBERS, Your Directors have pleasure in presenting the 54th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2015. 2. WORKING All efforts are being made by the management to revive the company's business activities. 3.DIVIDEND Your directors do not recommend any dividend in view of the accumulated loss. 4.MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 5.PARTICULARS OF ENERGY CONSUMPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS: The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given below. CONSERVATION OF ENERGY The matters relating to the above are not applicable to the Company. The Company's operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented. RESEARCH AND DEVELOPMENT The Company has no specific Research and Development programme. FOREIGN EXCHANGE EARNINGS/OUTGOINGS The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review. 6.STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal. 7.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements. 8.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES , There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. 9.EXTRACT OF ANNUAL RETURN The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report. 10.NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 5 (Five) Board meetings during the financial year under review as on 30.04.2014, 09.08.2014, 13.11.2014, 14.02.2015 and 28.03.2015. 11.ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. 12.DIRECTORS RESPONSIBILITY STATEMENT: lln accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:- (a)in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b)the directors had 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 that period; (c)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d)the directors had prepared the annual accounts on a going concern basis; and (e)the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. "Internal financial control" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. (0 the directors had devised proper systems to ensure, compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13.DIRECTORS: During the period under review, Mrs. Minoo Deora was appointed as Additional director w.e.f 28th March, 2015 and holds office up to the date of AGM and offered herself for re appointment. Mr. Ashish Deora was designated as the Chief Executive Officer of the Company w.e.f 28th March, 2013. None of the directors are disqualified from being appointed or from holding office as Directors, as stipulated under section 2(60) of Companies Act, 2013. Ms. Supriya Rajeshirke was appointed as Chief Financial Officer w.e.f 28th March 2015. 14.AUDITORS: Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Desai Associates, Chartered Accountants (registration number 102286W) were appointed by the shareholders at the 53rd annual general meeting to hold office until the conclusion of the 6th consecutive annual general meeting, subject to ratification by shareholders at each annual general meeting. The members are requested to ratify the appointment of M/s Desai Associates, Chartered Accountants, (registration number. 102286W) as statutory auditors of the Company and to fix their remuneration for the year 2015-16. The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor. Secretarial auditor Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, Mrs. Ragini Chokshi, (membership number: 1436) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Mrs. Ragini Chokshi in the prescribed form MR-3 is annexed to this Report. As regards the Secretarial Audit report the comments seriatim are as under: 1.E forms where there was delay in filing were filed with late fees as permissible under the Act. 2.It is self explanatory. 3.The Board had Independent director from 31st May 2011 to the date of this report. However the company is in the process of appointing Independent director as per the provisions of Companies Act 2013 at the next Board meeting and approving the appointment at the ensuing AGM. 4.The website is under construction 5.The Company is in the process of appointing Internal auditor at the ensuing Board Meeting for the FY 15-16. 6.The requirement of filing E-form MGT 14 has been done away with under MCA Notification dated 18th March 2015. 7.a and b are under compliance during this year. 15.CORPORATE GOVERNANCE The paid up equity share capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less that Rs. 25 Crores as on 31st March 2015, hence Corporate Governance clause is not applicable to the Company. 16.LISTING AGREEMENT COMPLIANCE The Company's securities are listed at The Bombay Stock Exchange, Mumbai. The outstanding listing fee payable to the stock exchange for the year ended 31st March, 2015 is Nil. 17.APPRECIATION Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Government as also from the Company's Bankers, Shareholders, other business associates and the Company officials. 18.CAUTIONARY NOTE The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements. For & On behalf of the Board Manubhai Parekh Chairman Place: Mumbai Date: 26th May 2015 |