DIRECTORS' REPORT TO THE MEMBERS Your Directors are pleased to place before you the Thirty-First Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015. 2.DIVIDEND In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year. 3.OPERATIONS & PROSPECTS There is no business activity carried out by the company. The management does not foresee any prospect of carrying out any business in the near future till the financial position of the company improves. 4.FIXED DEPOSITS The company does not hold any Fixed Deposits from the Public as on 31st March, 2015. 5.DIRECTORS In accordance with the provisions of the Act and the Articles of Association of the company, Mr. Samir H. Shah, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. 6.DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm: a)that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure; b)that the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended 31st March, 2015 and of the loss of the company for that period; c)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d)that the Directors have prepared the annual accounts on a going concern basis. e)that the Directors have 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)that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7.AUDITORS Messrs. A.B. Modi & Associates, Chartered Accountants, Auditors of your company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. 8.AUDITORS' REPORT The report is self-explanatory and does not call for any further comments. 9.SECRETARIAL AUDITORS' REPORT The Board has appointed Mr. Ravindra V. Joshi, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed as Annexure I to this report. The report is self-explanatory and does not call for any further comments. 10.PARTICULARS OF EMPLOYEES There were no employees drawing salary as prescribed under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 11.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 is not given, as it is not applicable to the company. 12.MEETINGS OF THE BOARD The Board of Directors duly met five (5) times on (1) 30th May, 2014, (2) 14th August, 2014, (3) 29th October, 2014, (4) 29th January, 2015 and (5) 17th March, 2015 in respect of which meeting proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 13.DIRECTOR'S APPOINTMENT AND REMUNERATION Mrs. Belu P. Kanungo has been appointed as an additional director with effect from 17th March, 2015. Mr. Hemant D. Shah has been appointed as a Managing Director for a period of 5 (five) years with effect from 1st March, 2015. Since the company has no business activity and huge accumulated losses, the company is not in a position to give any remuneration to the Managing Director and/or its Directors. 14.LOANS, GUARANTEES OR INVESTMENTS No loans, guarantees or investments under section 186 of the Act, has been made by the company. 15.CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY No contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Act, have been entered by the company. 16.RISK MANAGEMENT POLICY In the opinion of the Directors of the company, there is no element of risk and for that reason the board has not appointed a Risk Management Committee. 17.MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT The said information and report is not given, as it is not applicable to the company. 18.CORPORATE SOCIAL RESPONSIBILTY (CSR) The said information and report is not given, as it is not applicable to the company. 19.EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith and marked as Annexure II to this report. 20.ACKNOWLEDGMENT Your Directors take this opportunity to express their warm appreciation of the dedicated services rendered by the personnel of the Company. The Directors also place on record their sincere thanks for the co-operation and support extended to your Company by the Bankers and the Shareholders. By Order of the Board of Directors H. D. SHAH Managing Director Place : Mumbai Date : 29th May, 2015 |