DIRECTORS' REPORT To the Members, Your Directors hereby present their Thirtieth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2015. Working and State of Company's Affairs: During the year under review, your Company earned net profit of Rs. 16,98,037/- after incurring necessary expenditure and providing for tax. Your Directors continue their efforts to improve the working of the Company. There is no change in the nature of business of the company. Reserves: In order to conserve the resources, there is no transfer of profits to reserves during the year. Dividend: Your Directors have not recommended any dividend on Equity Shares for the year under review. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year and the date of the report: There are no material changes and commitments occurred after the close of the financial year till the date of this report, which affect the financial position of the Company. Subsidiaries, Associates and Joint Ventures: The Company has no subsidiary, associate and joint venture companies. The Company has no holding company or subsidiary company, hence the provisions of Section 197(14) relating to receipt of remuneration or commission by the Whole time Director from holding company or subsidiary company of the Company are not applicable to the Company. As the Company did not have any subsidiary during the year, the reporting requirements under Rules 6, 8(1) and 8(5)(iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. Report on the performance and financial position of Subsidiary, associates and Joint Venture companies: The Company has no subsidiary, associate and joint venture companies and therefore report on the performance and financial position of such companies is not given. Directors' Responsibility Statement: Your Directors state that- (a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (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 profit 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 the 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; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Contracts and arrangements with Related Parties There were no contracts / arrangements / transactions with related parties which are to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Extract of Annual Return: Extract of Annual Return is annexed herewith as Annexure 'A' to this Report. Meetings of the Board: During the year, 13 Board Meetings were held on 30.04.2014, 30.05.2014, 30.07.20 30.08.2014, 02.09.2014, 12.09.2014, 30.09.2014, 30.10.2014, 05.11.2014, 08.01.20 29.01.2015, 26.03.2015 and 31.03.2015. Details of attendance of Directors at the meetings The Audit Committee and the Nomination and Remuneration Committee of the Board were constituted on 31st March, 2015 and no meetings of the said committees were held during tpe year ended 31st March, 2015. Particulars of Loans, Guarantees or Investments under Section 186: The Company has not given any loans or made any investments or provided any guarantees or security during the year under review. Net worth The net worth of the Company as on 31st March, 2015 was Rs. 3,09,36,452/- (Rs. 2,92,38,415 as on 31st March, 2014). Directors and Key Managerial Personnel: In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Shri Hitesh Vora (DIN : 00288343), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Shri Rajeev Mittal (DIN: 01690677) was appointed as a Director designated as an Independent with effect from 31st March, 2015 and he holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice along with necessary deposit in writing from a member proposing the candidature of Shri Rajeev Mittal :or appointment as an Independent Director, not liable to retire by rotation. Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Ms. Lopamudra Dixit (DIN: 02299572) was appointed as an Additional Director designated as an Independent and Woman Director with effect from 31st March, 2015 and she holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing along with necessary deposit from a member proposing the candidature of Ms. Lopamudra Dixit for appointment as an Independent and Woman Director, not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under the Act. The Company has devised a Policy for performance evaluation of Directors, Board, Committees and other individual Directors. As per the best practices prevalent in the industry and on the basis of the above mentioned Policy for performance evaluation of Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The following policies of the Company are annexed herewith marked as Annexure 'B1' and Annexure 'B2': a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees During the year under review, Shri Shrivallabh Goyal resigned as Company Secretary of the Company w.e.f. 31st March, 2015. Shri Mukesh Shah was appointed as the Chief Financial Officer w.e.f. 31st March, 2015. Shri Rajendra Khona was appointed as Manager of the Company w.e.f. 31st March, 2015. Auditors and Auditors' Report: M/s N B Thakore & Co. Chartered Accountants, Statutory Auditors of the Company, having Registration No. 110929W hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. 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 Auditors' Report does not contain any qualification, reservation or adverse remark. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under: i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo: Foreign Exchange Earned - Nil Foreign Exchange Used - Nil Risk Management: During the year, considering the nature of business being carried on by the Company, the Board of Directors identified the elements of risk that may likely to affect the business of the Company and formulated a risk management policy and implemented the same. The Board of Directors itself would periodically evaluate, monitor and review the risk, for an effective control and mitigation of risk. Secretarial Auditor The Board has appointed Ms. Rakhi Kabra, a Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure 'C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Disclosures: Audit Committee The Audit Committee comprises Shri Udaykumar Damani - Chairman, Ms. Lopamudra Dixit, Independent Director, Shri Rajeev Mittal Independent Director and Shri Hitesh Vora. All the recommendations made by the Audit Committee were accepted by the Board. Nomination and Remuneration Committee The Nomination and Remuneration Committee comprises Ms. Lopamudra Dixit (Chairman), Shri Rajeev Mittal, Independent Director, Shri Hitesh Vora and Shri Udaykumar Damani. All the recommendations made by the Committee were accepted by the Board. Corporate Social Responsibility: The provisions of Section 135 of the Act are not applicable to Company and hence no committee is constituted and the Company has not spend any amount on Corporate Social Responsibility. Vigil Mechanism The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report genuine concerns or grievances including unethical behaviour, fraud or violation of the Company's Code of Conduct. The authority for the implementation of the policy rests with the Board of Directors. Particulars of Employees and related disclosures The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard. Further the disclosure in the Board Report under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure 'D' and forms part of this Report. General 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. Details relating to deposits covered under Chapter V of the Act. 2. Details of deposits which are not in compliance with the requirements of Chapter V of the Act 3. Issue of equity shares with differential rights as to dividend, voting or otherwise. 4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 5. Re-appointment of Independent Director by passing a Special Resolution. 6. To appoint a Cost Auditor. 7. Details of significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Acknowledgement Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, and members during the year under review. For and on behalf of the Board of Directors U C Damani Director DIN: 00094367 H M Vora Director DlN:00288343 Place: Mumbai Dated: 04.09.2015 |