DIRECTORS REPORT TO THE MEMBERS Your Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended 31st March, 2015. DIVIDEND The Board of Directors do not recommend any dividend for the year. SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT No special resolution was passed through postal ballot during the Financial Year 2014-15. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through postal ballot DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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 affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) 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. iv) The directors have prepared the annual accounts on a going concern basis. v) 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) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. STATUTORY AUDITORS During the year under review, the auditors need no rotation as they can continue as auditors for a period of two more years i.e. up the year 2017. M/ s. M.C. Jain & Co. Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/ s. M.C. Jain & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/ s Suchita Gupta & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-A. DEPOSITS During the year, the Company did not accept any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year under review, company has not given any loans, Guarantee or made any investments covered under the provisions of Section 186 of the Companies Act, 2013. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations. DIRECTORS & KMP (i) Retirement by rotation In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vidit Jain retires by rotation and is eligible for reappointment. (ii) Declarations by Independent Directors All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. (iii) Board Evaluation In compliance with the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance. (iv) Board Meetings During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (v) During the Year , Mr. E. Mohandas and Mr. Mukesh Kakkar were appointed as CEO and CFO of the company . EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-B PARTICULARS OF EMPLOYEES The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2014-15. The information in accordance with the provisions of Section 197 of the Companies Act,2013 read with rule 5 of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014 is also not applicable to company. CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. Since, Company is not doing any manufacturing operations, information relating to Conservation of Energy , Technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable . RELATED PARTY TRANSACTIONS:- No related Party Transaction were entered into during the financial year 2014-15. INDEPENDENT DIRECTORS' MEETING: In compliance with Section 149(8) of the Act read along with Schedule IV of the Act the Independent Directors met on 21-01-2015, inter alia, to discuss: (a) Evaluation of the performance of non- Independent Directors and the Board as a whole; (b) Evaluation of the quality, quantity and timeliness of flow of information between the co mpany management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All the Independent Directors were present at the meeting. CODE OF CONDUCT The company has adopted code of conduct . The code of business conduct & Ethics as approved by the Board of Directors , has been displayed at the website of the company , www. Pasupatificap.com VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) of the Companies Act, 2013 the Company has formulated a Whistle Blo wer Policy to establish a vigil mechanism for directors and employees of the Company. A vigil (Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy of the Company has been uploaded and can be viewed on the Company's website. FOR AND ON BEHALF OF BOARD OF DIRECTORS SD/- VIDIT JAIN DIRECTOR (Din-01347588) SD/- REKHA SHARMA DIRECTOR (Din-2660066) Place : New Delhi Dated: 11-8-2015 |