DIRECTORS' REPORT To, Dear Shareowners, Your Directors have great pleasure in presenting the Annual Report together with audited statement of accounts for the financial year ended 31st March, 2015. During the financial year 2014-15, the Company earned an income of Rs.9,67,966/- from Facilitation of Transportation Services. DIRECTORS Sh. Sanjiv Jain, Director of the company is retiring by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment. In terms of the Companies Act, 2013 ('Act') Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly only the promoter directors have been considered for calculating the number of those who are to retire by rotation. The tenure of Sh. Mehul C Mehta and Ms. Veena Dadwal, whose appointment is being proposed for approval of shareholders in the ensuing AGM, if appointed, shall be retrospectively from 31st March, 2015 up to 31st March, 2020 The Company has received statements of declarations from the Independent Directors pursuant to Section 149 (6) of the Companies Act, 2013. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES The equity shares of the company are listed at the BSE Limited, Mumbai and the Annual Listing fee for the financial year 2014-15 have already been paid to the Stock Exchange. During the year under review, no new shares were issued. AUDITORS The Statutory Auditors of the Company M/s. A.F. Khasgiwala & Co., Chartered Accountants (Registration No.l05114W) retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Board recommends reappointment of M/s. A.F. Khasgiwala & Co. as Statutory Auditors for the financial year 2015-16 for shareholders approval. The Report of Statutory Auditors for the Financial Year 2014-15 is self-explanatory and does not require any explanation from the Board. SECRETARIAL AUDITORS AND THEIR REPORT The Secretarial Audit Report in the prescribed form MR- 3 is attached as "Annexure 1" and forms part of this report. There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report for. the financial year 2014-15 which call for any explanation from the Board of Directors. INTERNAL AUDITORS A.F. Khasgiwala & Co. performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. MEETINGS OF BOARD During the year, The Board of Directors met four times on 30.05.2014, 13.08.2014, 12.11.2014 and 12.02.2015 STATUTORY COMPLIANCES/ CORPORATE GOVERNANCE Your company is complying with all the statutory laws and your Company is in the process of complying with the provisions of the Companies Act, 2013 and provisions of Clause 49 of the Listing Agreement. The necessary compliances will be completed before the relevant completion date as required under the respective regulations. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, extract of the Annual Return in Form MGT-9 is given in 'Annexure 2' to this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013 (Act), particulars of loans/guarantees/ investments/securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of the Annual Report.. AUDIT COMMITTEE Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee to perform the functions as prescribed under the said section with two Independent Directors and one Executive Director as the members of the Committee. NOMINATION AND REMUNERATION COMMITTEE Pursuant to the provisions of Section 178 (1) of the Companies Act, the Company has constituted a committee under the name Nomination and Remuneration Committee to perform the functions as specified under the said section. The Nomination and Remuneration committee has laid down the criteria as specified under Section 178 (3) of the Act and also carried out evaluation of every Director's performance. RISK MANAGEMENT POLICY The Company has developed a Risk Management Policy as per the provisions of the Companies Act, 2013 which is implemented and periodically reviewed by the Board of Directors. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process. VIGIL MECHANISM/WHISTLEBLOWER POLICY In compliance with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, your Company has in place a 'Whistleblower Policy,' which provides an opportunity to the directors and employees to raise concerns about unethical and improper practices or any other wrongful conduct in or in relation to the Company. The Whistle- Blower Protection Policy aims to: • Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies. • Ensure timely and consistent organizational response. • Build and strengthen a culture of transparency and trust. • Provide protection against victimization. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. The Committee has, in its Report, affirmed that no personnel have been denied access to the Audit Committee. RELATED PARTY TRANSACTIONS During the year under review, there were no contracts or arrangements with any related parties as referred to in sub-section (1) of Section 188 of the Companies Act. Thus, the particulars required under Section 134(3)(h) are not applicable. PARTICULARS OF REMUNERATION OF DIRECTORS/ EMPLOYEES The information required to be given under Section 197 of the Companies Act, 2013 (Act), read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable for the Company. CONSERVATION OF ENERGY, TECHNOLOGY, ADOPTION & FOREIGN EXCHANGE EARNING & OUTGO Since the Company has not been carrying out any type of commercial activity during the year, the information relating to the conservation of the energy and Technology Adoption are not applicable. There are no foreign exchange earnings or outgo by the Company. DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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) that proper and sufficient 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 fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.. DIVIDEND In the absence of adequate profits during the year under consideration, your directors express their inability to declare any dividend on shares. RESERVES Since company has not declared any dividend so no amount is to be transferred to any reserve. CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature Of business this year under review. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE 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. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There is no order passed by the regulators or courts or tribunals that impact Company's affairs. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT The provisions of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies are not applicable to the Company as the company does not have any subsidiary, joint venture or associate company. DEPOSITS The Company has not accepted any deposits from public during the year under review. ACKNOWLEDGEMENT Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered. Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company. Your Directors place on record their.gratitude to the Customers, Suppliers, company's Bankers and Financial Institutions for their support and cooperation during the year under review. By Order of Board of Directors For VELOX INDUSTRIES LIMITED (formerly Khatau Exim Limited) Sd/-(SANJIVJAIN) CHAIRMAN Place: Mumbai Date: 24.08.2015 |