BOARD'S REPORT Dear Members, The Board of Directors are pleased to present the 34th Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014. 1. FINANCIAL RESULTS During the year under review the Company has made a loss of Rs.10,48, 775/- (previous year loss of Rs. 6,91,447/-) after providing depreciation NIL (previous year NIL) and deferred tax of Rs. NIL/- (previous year Rs NIL/-). The Company is not having any Depreciable Assets hence no provision of Depreciation is made. 2. RESERVES Due to continuous losses, your Company does not propose to carry any amount to General Reserves. 3. PERFORMANCE AND AFFAIRS OF THE COMPANY The year under review was not satisfactory for the company. As we all know the world economy faced global recession which is still continuing and because of which economic activities slowed down. India, being now global player, also experience the global economic slow down but its impact was not so much harsh as experienced by the developed nations. In India, real estate is one sector which experienced worst of economic slow down. However you're Company is exploring various sites for undertaking new projects. The performance and outlook of the Company have been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report. 4. DIVIDEND In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the year ended 31st March, 2015. 5. MATERIAL CHANGES AND COMMITMENTS Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March, 2015 and the date of this report. 6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company . PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise. 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors Shri Rajendra Shah, (DIN NO: 01765634) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. There is no other change in the composition of the Board of Directors. (ii) Key Managerial Personnel Mr. Mitul Shah was appointed as Key Managerial Personnel designated as Managing Director of the Company w.e.f 01/11/2014. Mr. Dipesh Mistry was appointed as Key Managerial Personnel designated as Company Secretary and Chief Financial Officer of the Company on 01/09/2014 and 30/09/2014 respectively. (iii) Declaration by an Independent Director(s) The Company has complied with provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013. (iv) Annual Evaluation of Board Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions. 9. NUMBER OF BOARD MEETINGS During the Financial year, total 6 (Six) meetings of the Board of Directors were held on 07/05/2014, 23/07/2014, 01/09/2014, 30/09/2014, 10/11/2014 and 09/02/2015 respectively. 10. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:- a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have 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 and of the loss of the Company for the year ended on that date; c. the directors have 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. the directors have prepared the annual accounts on a going concern basis the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. 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. 11. NOMINATION AND REMUNERATION COMMITTEE The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. 12. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Jayant Pandya - Chairman and Independent Director 2. Mr. MitulShah - Managing Director 3. Ms. Komal Savaliya - Non-Executive and Independent Director. The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. The Managing Director, Company Secretary, Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings. 13. LISTING OF SHARES AND DEPOSITORIES Your Company's shares are listed on The BSE Limited (BSE) .Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f. 26/06/2000. Presently 67.67 % of Equity Shares which are held by Promoters are in electronic/dematerialized form. 14. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. 15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. 16. RISK MANAGEMENT POLICY The Board of Directors of the Company during the year have designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under: Energy Conservation: N.A. Technology Absorption: N.A. Foreign Exchange Earnings and outgo: Nil 18. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. 19. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which forms part of this Report. 20. AUDITORS (i) STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. Rasesh Shah & Associates., Chartered Accountants have been appointed for a period of 3 years at the previous annual general meeting held on 26/09/2014. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for the financial year 2015-2016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. (ii) SECRETARIAL AUDITOR The Board has appointed M/S A G Shaikh & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. (iii) COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014. 21. GREEN INITIATIVES Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company has been transmitting Annual Report through electronic mode email to the shareholders who have preferred to receive Annual Report through electronic mode. This will help reduce consumption of paper. 22. HUMAN RESOURCES Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. 23. ENVIRONMENT AND SAFETY The Company is conscious of the importance of being environmentally clean and has safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year. 24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 25. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES The Company has taken loan from Director of the Company during the year. The details of loans given are given in the notes No. 4(iii) to Financial Statements. 26. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. However, the details have been furnished in the Notes No. 4(iii) to the financial statement. 27. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 hence no information is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 28. ACKNOWLEDGEMENT Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. For and On behalf of the Board of Directors Mitul Shah DIN:00509114 Chairman & Managing Director Place: Mumbai Date:14thAugust,2015 |