Report of the Directors To, The Members of Matra Realty Limited Mumbai 1. Your Directors have pleasure in presenting their Report and Audited Accounts of the Company for the year ended March 31,2015. 2. Dividend Considering the losses from last few years the directors of company has no recommended any dividend for the current Period. 3. Term Deposits During the period under review, your Company has not accepted any deposit under section 73 & 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.Section 73 to 76 (both inclusive) read with Companies (Acceptance of deposits) Rules, 2013 regulates the invitation, acceptance and repayment of deposits by the Companies 4. Information under Section 196 - 202 of the Companies Act, 2013 and Rule 3-10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014: None of the employees was in receipt of remuneration exceeding the limit specified under section 196202 of the Companies Act, 2013. 5. Directors Pursuant to section 152 of the companies Act, 2013 (the 'Act') and under Article (Article No. if any) of the Company's Articles of Association: Mrs Gayatri Devi Goyal, & Mr. Arun Kumar Goyal has been appointed as an Additional Director of the Company. Pursuant to section 149,150 and 152, of the Act, read with Companies "(Appointment and Qualification of Directors) Rules, 2014 along with NOTE IV of the Act (including any statutory modifications(s) or re-enactment thereof for the time being in force),subject to Approval from the Members in the AGM and can hold office for a term of Five consecutive years on the Board of Directors of your Company as Non Executive Director. During the year: Mr. Gautam Kumar Das the Director of the Company has been resigned from the Directorship of the company with effect from 31 st March,2015 Mr. Dipakar Mandai the Director of the Company has been resigned from the Directorship of the company with effect from 16thMay,2015. Mr. Abhishek Kumar Sharma the Director of the Company has been resigned from the Directorship of the company with effect from 28th August,2015 6. Director's Responsibility Statement Pursuant to in terms of clause (c) of Sub Section 3 of Section 134 of the Companies Act, 2013, the Directors, based on the representations received from the management, confirm: That in the preparation of the Annual Accounts, the applicable accounting standards have been followed. That we 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 at the end of March 2015 and of the Profits /Loss of the Company for that period. That we have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. That we have prepared the Annual accounts on a going concern basis. 7. Auditors The Board has proposed the appointment of M/s. E Gathani & Associates, Chartered as a Statutory Auditor of the Company until the conclusion of Next Annual General Meeting of the company at a remuneration as the Board of Directors may determine." Subject to the approval of the shareholders in the Annual General Meeting of the company 8. Conservation of Energy, Research and Development, Technology, Absorption and Foreign Exchange Earning & Outgo The information required under the companies Act, 2013 with respect to conversation of energy, technology absorption and foreign exchange earnings / outgo is appended hereto as Annexure: "A* and it forms part of this Report. 9. Employee Relations The employee relations in the company continued to be positive, information as per Section 217 (2A) of the Companies Act, 1956 (the 'Act') read with the Companies (Particulars of Employees) rule, 1975 forms part of this Report. As per the provisions of the Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of the Company 10. Subsidiaries The provision of the Subsidiary Companies are not applicable for the company. 11. Trade Relations Your Directors wish to record appreciation of the continued unstinted support and co-operation from its Customers, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Company will continue to build and maintain strong association with its business partners. Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular-intervals. Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance. 12. Corporate Governance As per clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with auditors' certificate thereon and management Discussion and Analysis are attached and form part of this report. As per clause 55 of the Listing Agreement entered into with the Stock Exchanges, a Business Responsibility Report is attached and form part of the annual report. 13. Acknowledgements The Directors thank the Company's customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Mat/a" family across the country. 14. PARTICULARS OF EMPLOYEES There was no employee in respect of whom information is required to be given pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up-to-date. 15. AUDITOR REPORT The Auditors' Report to the shareholders did not contain any adverse or qualification remarks. 16. INDUSTRIAL RELATIONS During the year under review, your company has cordial and harmonious industrial relations at all levels of the Organization. 17. PUBLIC DEPOSITS During the year under review, your Company has not accepted any Fixed Deposits from public within the meaning of the provisions of the Section 73 & 76 of the Companies Act, 2013 and the Rules made there under. Your Directors place on record their appreciation of the dedication and commitment of your Company's employees and look forward to their support in the future as well. For and On Behalf of the Board of Directors Sd/- Bikash Kumar Tiwari Director Place: Mumbai Date: August 28,2015 |