DIRECTORS' REPORT To The Members, (1) Your Directors have pleasure in presenting the 32th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31" March, 2015. (2) DIVIDEND: In order to conserve the resources for future operations of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2015. (3) DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant lo the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies and applied them consistently and made judgements and estimates that arc 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 of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the asset of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared (he annual accounts on a going concern basis; c) they have laid down internal financial controls to be followed by the Company and that such internal financial controls arc adequate and arc operating effectively; f) they have devised proper systems lo ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (4) AUDIT COMMITTEE: The Committee met four time during the year on 14-05-2014,30-07-2014,30-10-2014 and 30-01-2015 to deliberate on internal controls, accounting matters and to review of the quarterly results. (5) REMUNERATION COMMITTEE The composition of Remuneration Committee is as under: The Committee met once during the year on 30-07-2014 to deliberate on remuneration policy of the Company; (6) VIGIL MECHAN1SUM The Company has established a vigil mechanism through the Audit Committee to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who may express their concerns pursuant to this policy. The Company has also provided a direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. (7) CORPORATE GOVERNANCE: The Company's paid up share Capital and Net worth is less than Rs.10 crores and Rs.25 crores respectively, so the Corporate Governance Report in term of clause 49 of Listing Agreement is not applicable to the Company. (8) RELATED PARTY TRANSACTIONS: All the related party transactions entered by the Company are on arm's length basis and in the ordinary course of the business. All the related party transactions as required under AS-18 are reported in the Notes to the financial statement. In terms of Section 134 (3Mh) of the Companies Act 20)3 read with Rule IS of the Companies ( Meetings of Board and its Power Rules) 2014. the particulars of the Contracts or arrangements with related parties in the prescribed forms are provided in Annexure "A" (9) RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS: Business Risk Evaluation and its Management is an ongoing process within the Organization. The Company has a healthy risk management framework to identity, monitor and minimize risks as also identify business opportunities. The Company has in place adequate internal Control with reference to financial transactions. (10) DIRECTORS AND KEY MANAGEMENT PERSONNEL: As per Companies Act, 2013 Mr. Kailashchandra Kcsardeo (DIN 00115565) will retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, for re-appointment. The Board has recommended his re-appointment. During the year under review, Mrs. Geeta K. Seksaria (DIN-06960055) was appointed as an additional Director of the Company w.e.f. September 4, 2014. Mrs. Geeta K. Seksaria is related to Mr. Kailashchandra Kcsardeo. Chairman, and she holds office upto to the date of forthcoming Annual General Meeting. The approval of members for the appointment of Mrs. Geeta K. Seksaria. as a Director is being sought at the forthcoming Annual General Meeting. As per Companies Act. 2013 the Company has to appoint Independent Director on the Board. The Company is in process of finding suitable candidate for holding the office of Independent Director. Company do not have Company Secretary' in whole time employment as its paid up capital is less than Rs.5 crores (Rs. Five Crores). As per section 203 of the Companies Act. 2013. the Company has to appoint CFO; the Company is in search of suitable candidate for the same. (11) PUBLIC DEPOSITS: During the year under review, your Company has neither accepted nor renewed any deposit from public within the meaning of Section 73 of the Companies Act. 2013. (12) PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013 The particulars of Loans, guarantees or investment made under the provisions of section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements provided in the Annual Report. (13) AUDITORS: The members of the Company at the 31M Annual General Meeting of the Company held on August 07, 2014. had appointed M/s. Phirodia Bafna & Associates. Chartered Accountants, Mumbai (Firm Registration No. 107911W) us a Statutory Auditors of the Company till conclusion of the 34 Annual General Meeting of the Company to be held in the year 2017. The Company has received letter from M/s. Phirodia Bafna & Associates that they arc eligible for continuation as Statutory Auditors of the Company and consented to continue in office on ratification by the Members at every Annual General Meeting of the Company. (14) SECRETARIAL AUDITORS: In terms of section 204 of the Act read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014. the Board appointed MJi. Milan Mchla & Associates. Practicing Company Secretaries (CP.4826). Mumbai as conduct the secretarial audit for the financial year ended March 31, 2015. The Report of the Secretarial Auditors is provided as Anncxure "B" to this report. (15) INTERNAL AUDITORS: The Company is in process of appointing of Internal Auditors for the Financial Year 2015-16. (16) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION. FTC: Considering the activities in which Company is engaged, the relevant data pursuant to Section 134(3) (m) of the Companies Act. 2013. read with the relevant rules, arc not required to be given. (17) PARTICULARS AS PER SECTION 197 OF COMPANIES ACT. 2013: Statement containing particulars of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given as none of the employees of the Company is covered under the provisions of the said section. (18) FOREIGN EXCHANGE EARNING AND OUT GO There is no a foreign exchange earnings or outgo during the year. (19) BOARD MEETINGS The Board met Nine times on the following dates during the financial year 2014-201S. May, 14, 2014; July 07, 2014; July 30, 2014; August 07,2014; September 04. 2014; October 08, 2014; October 08, 2014; January 30, 2015; March 30.2015. (20) REGISTRAR AND SHARE TRANSFER AGENT: The Company has appointed Ms. Bigshare Services Pvt. Ltd., situate at E-2/3, Ansa Industrial Estate Saki Vihar Road Saki Naka Andheri ( East) Mumbai 400 072 as its Registrar & Share Transfer Agent for handling transfer of shares and other work related to share registry. (21) EXTRACTS OF ANNUAL RETURN Pursuant to section 92 (3) of the Companies Act. 2013 and Rule 12(1) of the Companies (Management and Administration) Rules. 2014, extract of the Annual return in the prescribed form is annexed as Annexure *'C." (22) ACKNOWLEDGEMENT: Your Directors place on record their appreciation of the support and co-operation received during the year from the Company's Bankers, Statutory Authorities, and all organisations connected with its business. For and on behalf of the Board of Directors Mr. Vinay K. Seksaria Director (DIN 00116582) Mr. Kailashchand Kesardeo Director (DIN 00115565) Mr. Vivek K.Seksaria Director (DIN 00116698) Place: Mumbai Date: 08th May, 2015 |