DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their Annual Report together with Audited Statement of Accounts for the yeai ended 3151 March 2015. Extract of Annual Return As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-1 Dividend The Directors do not recommend payment of dividend for the financial year. Transfer to Reserves The loss of the financial year is Rs. 15,19,122.81/-, the same is debited to profit and loss account. Appropriations amounting to Rs.31,88,998/- is credited to Profit and loss account. Corporate Governance The company has complied with all the mandatory requirements as prescribed under clause 49 of the Listing Agreemeni with Bombay stock Exchange Limited (BSE). A separate section on corporate governance forms part of Annual Report. A certificate regarding compliance of condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report. Board Meetings During the financial year under review 6 board meetings of the directors were convened. Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report Directors Mr. Amap Pradeep Choudhary, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment. Mr. Ajit Kumar Tulsian has stepped down as the director of the company with effect from 11th May 2015. The Board of Directors acknowledges his contributions to the company. Mr. Shrikrishna Baburam Pandey has given his consent to be appointed as an independent director of the company. Mrs. Savita Kishan Bhaliya has been appointed as an additional director of the company with effect from 14th August 2015. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Directors' Responsibility Statement Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that. a) In the preparation of annual accounts, the applicable accounting standards have been followed; b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of financial year and of the profit of your Company for the year; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and d) The Annual Accounts have been prepared on a going concern basts. e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Audit Committee The Audit Committee comprised of Mr. Ajit Kumar Tulsyan (Chairman), Mr. Ankit Agarwal and Gaurav Bhalotia. The Audit Committee meets 4 times during the year under review. Particulars of Loans Guarantees and Investments Since there are no loans guarantees and investments during the financial year, the provisions of section 134 (3)(g) is not applicable. Particulars of Contracts and Arrangements with related parties During the financial year under review no contracts or arrangements were entered into with related parties referred to in subsection (1) of Section 188. Buisness Risk Management The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. BOARD EVALUATION Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. Auditors M/s Agarwal & Sanganeria, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting, and being eligible, offer them for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 139(1) of the Companies Act, 2013 and rules framed there under. Auditor's Report The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self explanatory and hence do not require any further explanation. 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 Ms. KIRAN BHATIA, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith in annexure-2. Employee Relations Employee relations throughout the Company were harmonious. 7 The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance. Additional Information Information pursuant to the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology, foreign exchange earnings and outgo are not applicable to the Company u/s 134(3)(m) of the Companies Act, 2013, for the year. Acknowledgement The Directors wish to place on record their sincere appreciation for the committed and dedicated services of the employees of the Company, who have ensured that the company continues to grow at a faster pace. The Board also wishes to thank Government of India, various State Governments and the Company's Bankers for all the help and encouragement they extend to the Company. Your Directors deeply acknowledge the continued trust and confidence that the Shareholders, Customers, the Dealers and the Suppliers have placed in your Company. For and on behalf of the Board Sd/- Aman Choudhary Director DIN:03639882 Place: Mumbai Date: 04th September, 2015 |