DIRECTOR'S REPORT Your Directors are pleased to present the 35th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015. THE YEAR UNDER REVIEW Your Company's infrastructure businesses have reported an encouraging performance for the year ended 31st March 2015. FUTURE OUTLOOK The Board feels that the economic & developing situation of India will bring lot of capital for developing infrastructure of the country and future of India lies with the Infrastructure Development of the country. Considering the Growth of the Company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus only on infrastructure/real estate projects. Company has successfully completed and bagged some large contracts from big players in Infrastructure business, and the company is also in process of to Make Good Multi Store Shopping Commercial Complex and Business Centre in Nagpur. which would be completed by December 2016.The Company is negotiating some big orders for BOT projects. The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE: As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: a.CONSERVATION OF ENERGY: The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken. b.RESEARCH DEVELOPMENT ACTIVITIES: Continuous efforts are being made to improve reliability and quality through in-house R&D efforts. c. TECHNOLOGY ABSORPTION: The Company is equipped with technologies from world's leaders. FIXED DEPOSITS The Company neither has accepted nor renewed any fixed deposit during the year under review. DIRECTORS : Mr. Anil Rathi is liable to retire by rotation at the forthcoming Annual General meeting, and being eligible offers himself for re - appointment. DIRECTOR'S RESPONSIBILITY STATEMENT As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March 2015 and of the profit of the Company for the year ended 31st March 2015. (c) proper and sufficient care has been taken 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) the annual accounts have been prepared 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. AUDITOR'S M/s Pilla Mathur Manuja & Co Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from the statutory to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that are not disqualified from reappointment within the meaning of Section 226 of the Said Act. AUDITORS' REPORT The notes referred to in the Auditor's Report are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013. CORPORATE GOVERANCE Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance, along with Auditors Certificate regarding Compliance of Conditions of Corporate Governance and Management Discussion and Analysis is Separately given in this Report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annaul Return in Form MGT-9 is separately given as Annexure-II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT The Board has appointed M/s. Manoj Agrawal & Associates, Company Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV. PERSONNEL The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard. HUMAN RESOURCES Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company. ACKNOWLEDGEMENTS Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year. On behalf of the Board of Directors Naresh Saboo Managing Director Kamlesh Parasd Director Dated: 28th August, 2015 Place: Nagpur |