DIRECTORS' REPORT TO THE MEMBERS, M/s. RUDRAKSH CAP TECH LIMITED Your Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts for the year ended 31st March, 2015. OPERATIONS & STRATEGIC PLANNING During the year under review, your company was engrossed in the activities of the Capital investment, advisory but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins and Historic Newspapers, Antique & now Plan to Started Advisory/Consultancy for Stamps/Coins and Antique Items, subject to the applicable rules and regulations. The financial Year 31-03-2015 was the year of the reconstruction of the management control with the voting control by inviting the investment into the capital. In terms of the SEBI REGULATIONS & Listing requirements the promoters of your company has transferred about 22.76 % equity share capital in favour of the new promoters, Directors and Persons acting in concert. The corporate action in the future is strategically aimed to undertake the diversified business. Keeping in view the strategic planning in future the board of Director has embarked upon the decision to : (1) Change of name of the company in terms of the Companies Act 2013 in view of the diversified comprehensive corporate operations of the company (2) Change of Registered office of the company from the state of MAHARASHTRA to the state of GUJARAT. The POSTAL BALLOT Voting forms have already been sent to the entitle members to caste the vote for the resolution of shifting of Registered office from Maharashtra state to Gujarat state. FUTURE BUSINESS PROSPECTS: The business activities is largely influenced by several external factors including the international financial markets. During the year the international financial markets has remained sub dued and many times stagnant. It is therefore a note of caution to jump into the financial commitments. However the financial advisory and capital investment patterning will play a crucial role in the profitable operations of the company. but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins, Historic Newspapers and Antique & now Plan to Started Advisory/Consultancy for Stamps/Coins and Antique Items. We will start holding regular public stamp auctions, coin auctions, and auctions of cigarette cards, trading cards and autographs in India /Abroad very soon. We also plan to Publish Auction Catalogues on our website on Quarterly basis, prior to the auction date. We have also add an online shop through our website, So you can now browse through many items from our stock at your leisure and buy direct from our website. DIVIDEND The board of Directors of your company regrets for not recommending the declaration of the dividend relating to the financial ended on 31St MARCH - 2015. MANAGEMENT'S DISCUSSION AND ANALYSIS The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the clause 49 of the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook. DIRECTORS Cessation Mr. Anirudh Shethi (DIN - 06864789) and Mr. RAVI SHETHI (DIN -06865110) the director appointed by the board of directors with effect from 14/05/2014 in the casual vacancy caused by the resignation of Mr. Mahesh R. Patel and Mr. Hitesh A. chokshi respectively. MR ANIRUDH SETHI was appointed as MANAGING DIRECTOR for a very short period of span and resigned as a Managing Director ( remained to be Director ) for restructuring exercise of the company. Mr. Anirudh Shethi (DIN - 06864789) director retiring by rotation at ensuing Annual general meeting of the company under section 152(6) of the companies act , 2013 and being eligible offers himself for reappointment. The Board recommends his appointment as a Director. Mr. Sanjay A. Chokshi has resigned as a Director with effect from 08/05/2015. Independent director The board based on nomination and remuneration committee's recommendation, had appointed Mr. SATISH SHETTY KOROGAPPA, Din No. 06988863 on 25th AUGUST 2015 subject to the approval of share holders for a period of 5 years , in terms of the provisions of companies act, 2013 and listing agreement. The special resolution seeking the approval of the members is placed before the ensuing annual general meeting of members of the company. The members at the 23rd annual general meeting , have approved the appointment of Mr. Narayan Acharya, Din- 06885894 as a independent director who is not liable to retire by rotation to hold office for the terms of 5 consecutive years from 2014 to 2019. The company has received the declarations from all the independent directors of the company confirming that they meet the criteria of independent as prescribed under section 149(6) of the company's Act 2013 and the clause 49 of the listing agreement. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS The independent directors met on date 31st march 2015 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors. Further details are available in the corporate governance report. WOMAN DIRECTOR Mrs. Din - has been appointed as woman director with effect from 29th June, 2015 as envisaged by rule 3 of companies (Appointment And Qualification Of Directors) Rules,2014 KEY MANAGERIAL PERSONAL Mr. Pragnesh Pandya (Din -07013849) has been appointed as chief executive officer cum compliance officer are the key managerial personal of the company, under the provision of section 203 of the companies act, 2013 read with the companies (Appointment And Remuneration Of Managerial Personnel) Rules,2014. The company has appointed the chief financial officer with effect from 08th October, 2014. EVALUATION OF THE BOARD'S PERFORMANCE The board has carried out an evaluation of his own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report. The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board. REMUNERATION POLICY The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification. The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract , retain , and motivate the directors of the quality require to run the company successfully ; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks ; and (c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website www.rudrakshcap-tech.com STATUTORY AUDITORS M/s N JANI & CO. Chartered Accountants (Membership Number - 41802). The exiting Statutory Auditor's of the Company has expressed their unwillingness to continue as the Statutory Auditors of the Company. The Audit Committee has recommended the Appointment of M/s. MAYUR SHAH & ASSOCIATES -CHARTERED ACCOUNTANT-AHMEDABAD (registration no.106125W) to hold office for the period of 5 years till the conclusion of the 28th annual general meeting in 2020. They have expressed their willingness to get appointed as the statutory auditor of the company and has furnished a certificate of their eligibility and consent under section 141 of the companies act 2013 , In terms of the listing agreement , the auditors vide their letter dated 25th August, 2015 have confirmed that they hold a valid certificate issued by the peer review board of the ICAI, the necessary resolution for ratification of the appointment Statutory Auditors is placed before you for transaction . The auditors" report for the year ended 31st March,2015 are free from any qualification , reservation or adverse remarks and hence do not call for any explanations or comments by the board. INTERNAL AUDITORS The company has appointed a internal Auditors at the 23rd Annual General Meeting of the company for the year 2015. The reports of the internal auditors are discussed in the audit committee meeting. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The company appointed CS Ashok Shelat proprietor M/s. Ashok Shelat & Associates Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31st March, 2015. The secretarial audit report for the financial year 31st march 2015 is enclosed as an annexure C. the clarification to the observation in the secretarial audit report are given below: 1- The company has a business finance controller, who is discharging a function of chief financial officer. However, the company has re-appointed the chief Financial officer with effect from 25TH AUGUST 2015. The company has endeavored to appoint company secretary to guide the corporate affairs. 2- The delay in the publication of the notice of the board meeting is due to the intervening holidays. The company has ( except few of the lapses of delay) has complied with the Listing requirements from time to time. The statutory filings under company's act 2013 were effected with additional fees and now the filings are updated. 3- The company has placed the special resolution appointing the INDEPENDENT DIRECTOR in terms of SEC 149 Read with SEC 177 of the COMPANIES ACT 2013. 4- The company has changed the REGISTRAR & TRANSFER AGENT from BIG SHARE SERVICES PVT LTD to LINK INTIME INDIA PVT. LTD. And all the records related to dematerialization of shares etc have been vested into the new R&T. 5- The company has since updated the statutory records under the Companies Act 2013 (including that of related party transactions) read with the governing rules under the guidance of corporate law advisor. 6- The company has transferred the controlling interest not exceeding 25% to the new investor Directors/Promoters and adequate statutory filings and disclosures have been filed with the Ministry of Corporate Affairs and BSE. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The particulars of the employees covered by the provision of section 197, (12) of the companies act, 2013 and the rules there under forms part of this report. The company has not made any public offer till date since the public issues launch in the year, 1994 e. Average percentile increase in the salaries of the employees other than the managerial personnel during the year 31-03-2015(year) was 10% and for the managerial personnel was 10%. f. The key parameters for any variable components of the remuneration availed by the directors: except for the Mr PRAGNESH PANDYA, CHIEF EXECUTIVE OFFICER, none of the other director has been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by a managing director are considered by the board of directors based on the recommendation of the nomination and remuneration committee as per the remuneration policy of the company. g. The ratio of remuneration of the highest paid director to that of the employees who are not director but received remuneration in excess of the highest paid director during the year - not applicable. h. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company. REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below. CONSERVATION OF ENERGY Your company is conscious to conserve the energy and for the purpose adequate measures are taken. TECHNOLOGY ABSORPTIONS Your company continues to use adequate technological application in the operation of the company. RESEARCH AND DEVELOPMENT The activities of the company in investment discipline does not require research and development information FOREIGN EXCHANGE EARNING AND OUTGO There is no information to be furnished. CORPORATE GOVERNANCE Pursuant to the clause 49 of the listing agreement with the stock exchange, a management discussion and analysis report and a corporate governance report are made a part of this annual report . A certificate from the auditor of the company regarding the compliance of the conditions of corporate governance are stipulated by the clause 49 of the listing agreement is attached to this reports. PUBLIC DEPOSITS The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the companies act, 2013 read with COMPANIES (Acceptance of Deposits ) Rules 2014 for the year ended 31st March, 2015 DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of SEC 134(3)( c) read with SEC 134(5) of the COMPANIES ACT 2013 with respect to Directors' Responsibility Statement it is hereby stated : i)that in the preparation of the annual accounts for the financial year ended 31 st march 2015, the applicable accounting standards have been followed and that there were no material departures : ii)that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review: iii) that 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 a fraud and other irregularity, iv That the Directors have prepared the annual account for the year ended 31st march 2015 on a "going concern basis." v) That 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, vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively. AUDIT COMMITTEE The Audit committee consists of MR. Narayan Acharya (Din-06885894) THE INDEPENDANT DIRECTOR, MR.SATISH SHETTY KOROGAPPA (Din-06988863) , SEMWAL GOVINDRAM DHANESH din 06988865 Non Executive Non promoter Directors. The Audit Committee meetings were held for the year ended 31st March 2015 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive Directors with the chairman to be the Independent Director. The Audit committee as detailed in the Corporate Governance Report interalia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors. Mr Pragnesh Pandya, the Chief Executive officer cum compliance officer has been acting as coordinator for the meetings. INDUSTRIAL RELATION During the year under review the relationship between the employees and management were cordial. AUDITORS REPORT Auditor's observations are self explanatory and/ or suitably explained in the notes on Accounts. ACKNOWLEDGEMENT Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support. For And on Behalf of the Company (Anirudh P. Sethi) Director (Pragnesh R. Pandya) CEO Place : Vadodara Date : 01/09/2015 |