DIRECTORS' REPORT TO THE MEMBERS OF New Markets Advisory Limited Your Directors have pleasure in presenting Thirty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015. Financial Highlights Total Income during the year was Rs. 4,41,488/- as compared to Rs. 7,67,465/- in the previous year. Total Expenditure during the year was Rs. 6,25,146/- as compared to Rs. 7,62,584/- in the previous year. The net loss incurred during the year was Rs. 1,83,658/- as compared to net profit of Rs. 4,881/-in the previous year. In absence of any profit the Directors are not recommending any Dividend. Due to recession prevailing in the market, the Company has not taken any new project and is exploring new and suitable areas of business to diversifying its activities. Extract of Annual Return The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report Independent Directors' Meeting During the year under review, Independent Directors met on 14th February 2015, inter-alia, to discuss: Evaluation of the performance of Non-Independent Directors and the Board as whole. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board. Particulars of Loan, Guarantees and Investments under Section 186 Complete details of LGSI covered under Sec 186 of Companies Act, 2013 as Attached in the financial statements and notes there under. Particulars of Contracts or Arrangements with Related Parties All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo Since the Company is not engaged in any activities, the particulars relating to conservation of energy, technology absorption, Foreign Exchange Earning and Outgo in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are not applicable. Risk Management Policy During the year of review, company engaged in the process of Risk Management and evaluate the elements of business risk. The risk management framework defines the risk management approach of the company and includes periodic review of such and also documentation, mitigating controls and reporting mechanism of such risk In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Prakash Shah is liable to retire by rotation and being eligible offers himself for re-appointment. The Name of Ms. Hena Dasgupta was approved for appointment as Additional Director (Nonexecutive woman director) in the meeting of the Board of Directors held on 26th March, 2015 subject to completion of required formalities. The Company has not received any notice for appointment as required under section 160 of the Act and hence no resolution for her appointment as director has been proposed. The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Clause 49 of the listing agreement. Board Evaluation Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons. Particulars of Employees During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014. Audit Committee The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye (Chairman), Mr. Komal Singh Madanlal Jaroli and Mr. Prakash B. Shah as other member. Recommendations made by the Audit Committee were accepted by the Board. Nomination & Remuneration Committee Policy In compliance with section 178 of the Act and Clause 49 of the Listing Agreement the Board has constituted "Nomination and Remuneration Committee" which comprises Non-executive Directors namely Mr. Shirish S. Shetye (Chairman), Mr. Komal Singh Madanlal Jaroli and executive Director Mr. Prakash B. Shah as other member. The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Transfer of Amounts to Investor Education and Protection Fund There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2015. Disclosure on Establishment of a Vigil Mechanism The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Fraud Reporting (Required by Companies Amendment Bill, 2014) No Fraud reported / observed during the financial year 2014 -15. AUDITORS Statutory Auditors As per the rule 6 of the Companies (Audit and Auditors) Rules, 2014 Company has re-appointed Chartered Accountant, M/S J.P Chaturvedi & Co., (Firm Registration No 130274W) as a statutory auditor of the company for the financial year 2015-2016. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. 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. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Act. Secretarial Audit Report A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Shikha Fatehpuria & Associates, Practicing Company Secretaries, Mumbai in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report. There are Qualifications or Observations or remarks made by the Secretarial Auditor in the report Cost Auditors Requirements of Appointment of Cost Auditors of the company are not applicable to the company. Stock Exchange The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 20142015 has been paid. Directors Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 as at 31st March, 2015. b) The directors had taken 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; c) The directors had prepared the annual accounts on a going concern basis; d) 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. Acknowledgment The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support. For and on behalf of the Board of Directors New Markets Advisory Limited Mr. Prakash Shah Director DIN - 01136800 Mr. Shirish Shetye Director DIN -00148086 Date: 02.09.2015 Place: Mumbai |