DIRECTORS' REPORT Dear Members, We present our 57th Annual Report together with the Audited Financial Accounts for the year ended March 31,2015: 1. During the year trading turnover has grown marginally. In view of the general economic condition trading activity could not be expanded to any significant level due to negligible margins. Earning per share are not comparable to last year due to onetime capital gain in last year. 2. a) The Company has four Directors out of which two are non retiring Independent Director and one is Managing Director not liable to retirement. The Fourth Director Smt. Vandana Nevatia (DIN NO07123272) was appointed by The Board as Additional Director(Promoter)of the company with effect from 30 March2015 and she holds office till the ensuing Annual General Meeting. The ordinary Resolution for confirmation of her appointment as a Director is given in the notice. There are no Directors who retire this year. b) P.K.Nevatia Managing Director is the Key Managerial Person 3. Declaration by Independent Directors : The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6). 4. Auditors A) Statutory Auditor: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the auditors of the Company, M/s. M.L. Bhuwania & Co., Chartered Accountants, Mumbai were appointed by the Shareholders for three years terms at the 56th Annual General Meeting to hold office until the conclusion of the 59th Annual general Meeting, subject to ratification by the shareholders at each Annual General Meeting. B) Secretarial Auditor: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made there under, the Company has appointed Shri. Shiv Hari JALAN, Practicing Company Secretary firm to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". C) Significant and Material orders passed by the Regulators or Court: During the year in 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. 5. Material Changes & Commitments: There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report. 6. Adequacy of Internal Financial Control: Internal financial controls with reference to the financial statements were adequate and operating effectively. 7. Presentation of Financial results : The financial results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule 111 to the Companies Act, 2013. 8. Risk Management: The Company has no employees and is engaged in trading activity. The risk in trading in sudden changes in price and loss on Stocks.. The companies tries not to keep stocks and purchase against firm orders. The company keeps watch on any risk factors arising. 9. Provision of Sec 134 & 135 of companies Act regarding corporate social responsible do not apply to the company. 10. Provision of clause 49 of the listing agreement with stock exchange are not applicable to the company. 11. Vigil Mechanism -The company has no employees otherthan managing Director. 12. The Board has on the recommendation of the Nomination & Remuneration committee formed a policy for selection & appointment of Directors and their Remuneration. 13. There are no employers covered by sec 197 read with rule 5 of companies (Appointment and remuneration of manager of persons) Rule 2014. As the managing Director is to only employees of the company no evaluation under the company Act 2013 is possible. 14. Director's responsibility Statement As required under section 134(3)(C) of Companies Act, 203 Directors, to the best of their knowledge and belief, state that- 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 Companies Act, 2013 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; e) 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; and f) 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. 15. Particulars of Loans, Guarantees or Investments There are no Loans, Guarantees and Investments, covered underthe provisions of Section 186 of the Companies Act, 2013. 16. Number of Meeting of the Board and Audit Committee : During the year Board Meeting were held on 29/May/2014. 4/Aug/2014 , 14/Nov/2014, 30/Jan/2015 and 30/March/2015.and Audit committee held on 14/Nov/2014 and 30/Jan/2015. The Independent Directors have met once during the year on 30th March 2015, The directors have evaluated own performance and its committees and individual directors and found it satisfactory to meet the requirement of the company. 17. Details of related party transaction form parts of the accounts and details are in note no.23 annexed to the Balance Sheet. 18. As there no women employees there is no need to have policy on redressal of sexual Harassment for the company. 19. As the company has no mfg activity conservation of energy, technical absorption and foreign exchange details are not given in the report.. 20. Extract of Annual Return: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B". 21. As regards note of the company secretary is their report about not filing of MG10 with the Registrar of companies the error is noted and the reports are being filed. By order of the board of directors P.K. Nevatia Managing director (DIN No. 00852581) Place: Mumbai Date :27.05.2015 |