DIRECTOR'S REPORT Dear Members, Your Directors are pleased to present Annual Report and the Company's Audited Accounts for the financial year ended March 31, 2015. 2.OPERATIONS: The total income for the year under review was Rs. 4,956/- as compared to Rs. 10,35,000/- in the previous year. The Company has incurred a loss of Rs. 3,89,711/- as compared to Rs. 2,98,053/-in the previous year. 3.DIVIDEND: Your Directors have not recommended any dividend for the financial year 2014-15. 4.DEPOSITS: Details relating to Deposits: A .Accepted during the year: NIL b. Remained unpaid or unclaimed as at the end of the year - NIL c .Default in repayment of deposits or payment of interest thereon during the year - Not Applicable d .Deposits not in compliance with the provisions of the Companies Act, 2013 - NIL 5.DIRECTORS: Mr. Rohit Doshi (DIN No. 03065137) retires by rotation at the forthcoming Annual General Meeting and has offered himself for re - appointment. MEETINGS OF THE BOARD: During the Financial Year 2014-15, five Board Meetings were held on the following dates:30th May, 2014, 14th August, 2014, 2nd September, 2014, 14th November, 2014 and 13th February, 2015 DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declaration from its Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. COMMITTEES OF THE BOARD: Board has constituted the following three Committees: 1.Audit Committee 2.Nomination & Remuneration Committee 3.Stakeholders Relationship Committee 1) Audit Committee: Audit Committee has been constituted to evaluate and oversee financial reporting processes, review the financial statements, quarterly, half yearly/annual financial results, adequacy of internal control systems, discussions with the Auditors on any significant findings, etc. 2) Nomination & Remuneration Committee (Formerly known as Remuneration Committee) The Remuneration Policy of the Company envisages as follows: 1.Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. 2.Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 3.Formulation of criteria for evaluation of Independent Directors and the Board; 4.Devising a policy on Board diversity; 5.Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. No Meeting of the Committee has been held during the year. 3) Stakeholders Relationship Committee The Stakeholders Relationship Committee has been constituted specifically to look into the redressal of the grievances of the security holders of the Company. The Committee met four times during the year on the following dates: 30th May, 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015 VIGIL MECHANISM The Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors. DETAILS OF REMUNERATION TO DIRECTORS No remuneration has been paid to any Directors during the year under review and there are no permanent employees in the Company. 6. STATUTORY AUDITOR'S The present Statutory Auditors of the Company, M/s S A R A & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the previous Annual General Meeting of the Company to hold office till the conclusion of the 43rd Annual General Meeting to be held in the year 2019, subject to ratification of their appointment by Members at every Annual General Meeting. Your Directors have proposed ratification of their appointment at the forthcoming Annual General Meeting. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 7. SECRETARIAL AUDITORS: Ms. Avani S. Popat, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2014-15. The Secretarial Audit Report issued by her has been attached herewith as Annexure A. 8.EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT - 9 in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013 is attached herewith as Annexure B. 9.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Particulars of loans, guarantees given and investments made during the year are provided in the financial statements forming part of this Annual Report. 10.RELATED PARTY TRANSACTION: Company has not entered into any transaction with related parties during the year under review. 11.INTERNAL FINANCIAL CONTROL: The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures. 12.ENERGY CONVERSATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information required under section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 Companies (Accounts) Rules, 2014 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company. 13.RISK MANAGEMENT POLICY: Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk. 14.DIRECTOR'S RESPONSIBILITY STATEMENT: In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that: a.The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure. b.That 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 or loss of the Company for that period. c.That 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.That the Directors had prepared the annual accounts on a going concern basis. e.That the Directors had laid down internal financial control which are adequate and were operating effectively; f.That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively. 15.DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY: The Company does not have any Subsidiary, Joint Venture or Associate Company. 16.ACKNOWLEDGEMENTS: The Board of Directors expresses their deep gratitude for the co - operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co - operation. By order of the Board of Directors Sashwat Technocrats Limited Sd/-Rohit Doshi (Director) (DIN No. 03065137) Place: Mumbai Date: 28.08.2015 |