BOARD REPORT Dear Member(s), Your Directors are pleased to present the Annual Report on the business and operations of the Company together with its Audited Financial Statements for the year ended 31st March, 2015. b. Dividend: Your Directors have not recommended any dividend for the year under review with a view to conserve the resources of Company. 2.INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY: Adequate Internal Financial Control system commensurating with the nature of the Company's business, size and complexity of its operations are in place and has been operating satisfactorily and effectively. During the year, no material weaknesses in the design or operation of Internal Financial Control system were reported. 3.PARTICULARS OF CONTRACT(S)/ ARRANGEMENT(S) WITH RELATED PARTIES: The Related Party Contract(s)/ Transaction(s) entered by the Company during fiscal 2014-15 were in its ordinary course of business and on arm's length basis. There were no materially significant related party contract(s)/ transaction(s)/ arrangement(s) entered by the company with the Related Parties which may have a potential conflict with the interest of company. The related party transaction(s) have been placed before the Board for seeking their approval, whenever required. Since the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arm's length basis, so Form AOC-2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, are stated in the Note No. 17 of Audited Financial Statements of Company forming part of this Annual Report. 4. PARTICULARS OF LOANS. ADVANCES & GUARANTEES/ SECURITIES GIVEN. INVESTMENTS MADE: During the Financial Year 2014-15, Company has not given/ provided any guarantee/ loan/ advances/ security; however it has made investment of ^ 18,81,478/- for purchasing of 95,000 Equity Shares. Particulars of aforesaid investment made by company are stated at Note No. 5 of the Audited Financial Statement of Company as annexed to this Annual Report. 5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS: a. Directors (Including Woman Director) and Key Managerial Personnel: During the F.Y. 2014-15, Mr. L. M. Bhansali (DIN: 01113211) resigned from the Company's Board w.e.f. 9th August, 2014 due to his other pre-occupations. Further, during the year, the members of the Company in their Annual General Meeting (AGM) held on 30th September, 2014, approved the appointment of Ms. Meenakshi J. Bhansali (DIN: 06936671) as a Director/ Woman Director of Company. In terms of provisions of Section 149 of the Companies Act, 2013, Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh P. Sanghvi (DIN: 07274074) were inducted by the Board as Additional Directors of company viz. Non Executive-Independent Category w.e.f. 31st August, 2015. They will hold office upto the date of ensuing Annual General Meeting of Company subject to their proposed appointment as an Independent Director in ensuing Annual General Meeting. Mr. B. M. Bhansali (DIN: 00102930), Director of Company shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment The following persons have been appointed as Key Managerial Personnel (KMPs) of Company on 31st August, 2015 on honorary basis: i.Mr. S. P. Singh, Manager; ii.Ms. Swapnali Salvi, Chief Financial Officer (CFO) Mr. David Mewada was appointed as Company Secretary of the Company w.e.f. 7th October, 2014 on honorary basis. b. Declaration by Independent Directors: The Company has received declaration from all the Independent Directors of Company confirming that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013. 6. DISCLOSURES RELATED TO BOARD: (a)Constitution of Board: The total strength of the Company's Board is 5 Directors and all the Directors are Non Executive Directors out of which 2 Directors are Independent Directors. The Chairman of the Board is a Non Executive - Independent Director. All the members of the Board are competent and have the expertise in their respective disciplines to deal with the management functions of the company. (b)Board Meetings and attendance of Directors: The Board meeting is conducted at least once in every quarter to consider amongst other businesses, the performance of the Company and Quarterly Financial Results. The Board also meets to consider the other necessary matters from time to time. Agenda of the business to be transacted at the Board Meeting alongwith explanatory notes thereto are drafted and circulated well in advance to the Board of Directors of the Company. Every Board Member is free to suggest the inclusion of any item on the agenda. During the F.Y. 2014-15, Board met six times viz. 30th May, 2014, 9th August, 2014,11th September, 2014, 7th October, 2014, 11th November, 2014 and 11th February, 2015. The previous AGM of the Company was held on Tuesday, 30th September, 2014 at 12:30 P.M. Attendance of each Director at Board Meetings during the F.Y. 2014-15 and previous Annual General Meeting (AGM) was as follows: (c) Committee(s) of Board of Directors: The Company has constituted following Committees as per the requirement of Companies Act, 2013: a. Audit Committee. B .Nomination and Remuneration Committee (NRC) c. Stakeholders' Relationship Committee (SRC) (i) Audit Committee: The Company has constituted Audit Committee w.e.f. 31st August, 2015 and its composition is as hereunder: Mr. David Mewada, Company Secretary, functions as Secretary to Audit Committee. All the Members of the Audit Committee are capable of analyzing the Financial Statements of company. The Committee members are free to invite any other concerned officer of the Company in the meeting. The Committee acts as per the terms of reference specified under Section 177(4) of the Companies Act, 2013 and as may be specified by Board from time to time. (ii) Nomination and Remuneration Committee (NRC): The Company has constituted Nomination and Remuneration Committee (NRC) w.e.f. 31st August, 2015 and its composition is as hereunder: All the 3 members of the Nomination and Remuneration Committee are Non-Executive Directors and 2 of them are Independent Directors forming majority of the Committee. Mr. David Mewada, Company Secretary, functions as Secretary to Nomination and Remuneration Committee. The Company does not have any paid employee; hence formulation of remuneration policy is not applicable in the case of Company. The Committee acts as per the terms of reference specified by Board from time to time and/ or the Rules/ Regulation, as may be applicable. (iii) Stakeholders' Relationship Committee: The Company has constituted Stakeholders' Relationship Committee w.e.f. 31st August, 2015 as per the requirement of the provision of Section 178(5) of the Companies Act, 2013 and its constitution is as hereunder: Mr. David Mewada, Company Secretary, functions as Secretary to Stakeholders' Relationship Committee. The Committee acts as per the terms of reference specified by Board from time to time and/ or the Rules/ Regulation, as may be applicable. 7.COMPANY POLICIES: i.Vigil Mechanism/ Whistle Blower Policy: Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors approved the Policy on Vigil Mechanism/ Whistle Blower, pursuant to which Whistle Blower(s) can raise their concern(s) in relation to reportable matter(s) (as defined in said Policy) and the same is also hosted on the website of the Company viz. speedagecommercials.net. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee, whenever exceptionally required and no complaints has been received so far. ii.Risk Management Policy: The Board had approved a Risk Management Policy consisting of some risk elements identified with respect to the operations/ activities of company; however the Board has not observed any eminent risk on company which can threaten its existence. 8.PERFORMANCE EVALUATION OF BOARD: The Board as a whole was evaluated on basis of their attendance in the meetings of Company, quality and kind of interaction/ participation during the meetings and the inputs etc. while taking business decision(s) etc. and it was found functioning satisfactorily. 9.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: During the year under review there were no paid employee in the Company, hence the disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company. 10.AUDITORS AND THEIR REPORTS: The matters related to Auditors and their Reports are as under: a. Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s B. L. Dasharda & Associates, Chartered Accountants, Mumbai (Firm Registration No. 112615W), the Statutory Auditors of Company, will hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as they have confirmed their eligibility to the effect that if their re-appointment is made by members in the ensuing Annual General Meeting, it shall be within the prescribed limits and they are not disqualified for such re-appointment. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members. B .Auditors' Report: The observations made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statement of Company for the Financial Year ended 31st March, 2015 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) does not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3) of the Companies Act, 2013. c. Secretarial Auditors: In terms of the provisions of Section 204 of the Companies Act, 2013, M/s Rathi & Associates, Practicing Company Secretaries, Mumbai have been re-appointed by the Board as Secretarial Auditors of Company for the financial year 2015-16. d. Secretarial Audit Report: Secretarial Audit Report issued by M/s Rathi & Associates, Practicing Company Secretaries, in Form No. MR-3 for the financial year 2014-15 is annexed herewith vide. Annexure A and forms part of this Board Report. The said Secretarial Audit Report has following reservation(s), which is explained/ replied as hereunder pursuant to the provisions of Section 134(3) of the Companies Act, 2013: i. The Company has not appointed any Internal Auditor because it has very miniscule operational activity; hence no Internal Auditors were ready to serve the Company; however with the constant effort of Board, M/s M. R. V & Associates, Chartered Accountants have consented to serve the Company, so they have been appointed as its Internal Auditors w.e. f. 29th May, 2015. Therefore the requirement under Section 138(1) stands complied. ii. During the Financial year 2014-15, the Company has not given or provided for any Lpan/ Guarantee/ Security etc.; however the Company has invested only an amount of ? 18,81,478/- for purchase of 95,000 Equity shares, which is well within the permitted limit of 60% of the Paid-up share capital and free reserves of the Company for the said financial year. The Company will initiate to obtain requisite approval of members under Section 186 of Companies Act, 2013 suitably, whenever required. This is to state further that Company has already obtained approval of members by way of Special Resolution under Section 372A of Companies Act, 1956 through Postal Ballot on 16th January, 2014 for an aggregate amount not exceeding ^ 3,50,00,00,000 (Rupees Three Hundred and Fifty Crore Only) with respect to Companies Loan/ Guarantee/ Security etc. iii.The Company has appointed Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh P. Sanghvi (DIN: 07274074) as Independent Directors of Company w.e.f. 31st August, 2015 and Mr. Aditya Srivastava has also been appointed as the Chairman of Board w.e.f. 31st August, 2015. So, the Composition of the Board pursuant to the provisions of Section 149 of the Companies Act, 2013 stands complied. The Company has appointed Mr. S. P. Singh as Manager of Company and Ms. Swapnali Salvi as Chief Financial Officer (CFO) of the Company w.e.f. 31st August, 2015 on honorary basis. Further Mr. David Mewada was already appointed as Company Secretary and Compliance Officer of Company w.e.f. 7th October, 2014 on honorary basis; hence all the requirements of Key Managerial Personnel (KMPs) stands complied. The Company has constituted Audit Committee and Nomination and Remuneration Committee w.e.f. 31st August, 2015; consisted of requisite number and category of Directors, hence the requirement of forming Committees under Section 177 and Section 178 of the Companies Act, 2013 stands complied. Further the Company has also constituted the Stakeholders' Relationship Committee w.e.f. 31st August, 2015 to address the grievances/ matters of members, whenever required. 11. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a.Extract of Annual Return: Pursuant to the provisions of Section 134(3)(a) and 92 (3) of the Companies Act, 2013 (read with Rule 12 of the Companies [Management and Administration] Rules, 2014), the extracts of Annual Return is annexed herewith vide Annexure B in Form No. MGT-9 and forms an integral part of this Board Report. b.Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The requirements of disclosures pursuant to 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 not applicable to the Company as the Company is not involved in any manufacturing process/ activity. During the year under review, there was no foreign exchange earnings and outgo. 12. GENERAL DISCLOSURES: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2014-15: a.Details relating to deposits covered under Chapter V of the Companies Act, 2013. b.Issue of equity shares with differential rights as to dividend, voting or otherwise. c.Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme. d.Instances with respect to voting rights not exercised directly by employees of the Company. e.No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. f.Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this Annual Report. g.There has been no change in the nature of business of company during F.Y. 2014-15. h.Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2014-15. i.There was no revision of the financial statements of company related to Financial Year 2014-15. j. The Company does not have any subsidiary, associate and joint venture company. k. The provisions of Corporate Governance, as stipulated in the Listing Agreement, are not applicable to the Company pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, as the Paid-up share capital and Net worth of Company was below ? 10 crores and ? 25 crores respectively as on 31st March, 2015. I. The Corporate Social Responsibility (CSR) regulations were not applicable to company as it did not qualify the criteria/ threshold limit(s) as prescribed pursuant to Section 135 of the Companies Act, 2013. 13. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013 ("the Act"), and in relation to the audited Annual Financial Statement of Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that: a.in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b.such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at 31st March, 2015 and of the profit of Company for that year; c.proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; d.the annual accounts of Company have been prepared on a going concern basis; e.internal financial controls have been laid down to be followed by Company and that such internal financial controls are adequate and were operating effectively; and f.proper systems have been devised to ensure compliance with the provisions of laws applicable to the company and that such systems were adequate and operating effectively 14. ACKNOWLEDGEMENT AND APPRECIATION: Your Directors would like to place their heartfelt thanks and sincere appreciation for the assistance, co-ordination and cooperation received from the Banks, Government, Statutory Authorities, Customers, Vendors and all Stakeholders who extended their constant patronage and support to Company in its growth as ever. For and on Behalf of the Board Sd/-Babulal M. Bhansali Director (DIN:00102930) Sd/-Jayesh B. Bhansali Director (DIN:01062853) Place: Mumbai Date: 31st August, 2015 Registered Office Address: Bhansali House, A-5, Off Veera Desai Road, Andheri (West), Mumbai - 400 053 CIN: L51900MH1984PLC034503 Tel No: 022 - 2873 1779 - 84 [ Fax No: 022 - 2673 1796 |