DIRECTOR'S REPORT To The Members of the Company The Directors present the Annual Report on the business and operations of your company for the year 2014-2015. DIVIDEND: In view of brought forwarded losses the directors regret their inability to declare the dividend to conserve the resources. REVIEW OF PERFORMANCE: The company is taking various initiatives for new business. The Directors are exploring the business avenues in the field of Real Estate. The books of account are being re-arranged in respect of depreciation on fixed Assets in terms of Companies Act, 2013. EXTRACT OF ANNUAL RETURN The detail forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of Companies Act, 2013, is marked as Annexure-A which is annexed hereto and forms part of the Directors' Report. POSTAL BALLOT During the year the company had taken the consent of the members through the postal ballot u/s 110 of the companies Act, 2013. Directors place a vote of thanks to the member for their active cooperation. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ashok Chhajed, Director retires by rotation and being eligible, offers himself for re-appointment. DECLARATION BY INDEPENDENT DIRECTORS Sumit Saurabh and Shri Vikram Singh Bhati are Independent Director on the board of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and clause 49 of Listing Agreement with the Stock Exchange. DEPOSITS Your Company has not accepted deposits falling within the provisions of Section 73 to 76 of the Companies Act, 2013 during the year under review. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS No significant and material order has been passed by the regulators, court, tribunals impacting the going concern status and Company's operations in future. INTERNAL CONTROL AND SYSTEMS The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance of statutes and corporate policies and procedures. Internal Audit is conducted periodically across all locations by firms of Chartered Accountants who verify and report on the efficiency and effectiveness of internal controls. The adequacy of internal control systems and reviewed by the Audit Committee of the Board in its periodical meetings. INTERNAL FINANCIAL CONTROL SYSTEM The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources. The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information. The Internal Auditors and the Management Audit Department continuously monitors the efficiency of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organization's risk management with regard to the Internal Financial Control system. Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company. VIGIL MECHANISM/WHISTLE BLOWER POLICY In compliance with the provision of Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company. Auditors & Auditor's Report: Statutory Auditor: M/s Deepak S.L.Agarwal & Co. Chartered Accountants the retiring auditors of the company have expressed their willingness to the effect that their re-appointment, if made would be within the prescribed limits specified under section 139 of the companies act, 2013. Therefore members are requested to appoint them as auditors of the company. The notes on accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments. Secretarial Auditor: Pursuant to the provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s M.S. KAYAMKHANI & ASSOCIATES, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15. The secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith and marked as Annexure-B" The Report is self-explanatory and do not call for any further comments. PARTICULARS OF EMPLOYEES: There is no employee having remuneration in accordance with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules 1975 as amended. MANAGEMENT DISCUSSION & ANALYSIS REPORT: In terms of clause 49 of the listing agreement with the stock exchange, Management discussion & analysis report is enclosed and forms part of the report. CORPORATE GOVERNANCE: Report on corporate governance in compliance with clause 49 of listing agreement with the stock exchange is given in Annexure I. Certificate from the statutory Auditors confirming compliance is given in Annexure II. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the Redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to sexual harassment at the work place towards any women employees. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy has also been uploaded on the website of the Company. The following is a summary of sexual harassment issues raised, attended and dispensed during the year 2014-15: - No. of complaints received: Nil - No. of complaints disposed off: Nil - No. of cases pending for more than 90 days: Nil - Nature of action taken by the employer or District Officer: Nil RELATED PARTY TRANSCATION: All transactions entered with Related Parties during the financial year were on an arm's length basis and were in the ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with promoters, Directors, Key Managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions which entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. BOARD EVALUTION Pursuant to the provision of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various committees. The Directors also carried out the evaluation of the chairman and the non-Independent Directors, the details of which are covered in the Corporate Governance Report. CRITERIA FOR EVALUATION OF DIRECTOR For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) Categories i.e. Independent, Non-executive and Executive. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievement understanding and awareness, motivation/commitment/diligence, integrity/ethics/values and openness/receptivity. RESPONSIBILITY STATEMENT: As required u/s 134(5) of the companies Act, 2013 your director confirms that in the preparation of the annual accounts: 1) The applicable accounting standards have been followed along with proper explanation relating to material departures. 2) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period. 3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4) The annual accounts have been prepared on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE: As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are Nil. LISTING AGREEMENT: The securities of the company are listed with the Stock Exchange, Mumbai. The company has paid the annual listing fees. CASH FLOW STATEMENT In conformity with the provision of Clause 32 of the Listing Agreement(s) the cash flow statement for the year ended 31st March 2015 is annexed hereto. CAUTIONARY STATEMENT Statement in this report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable law or regulation. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference to the Company's operation include global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost & availability, transportation costs, change in government regulations and tax structure, economic developments within India and the countries with which the Company has business contacts and other factors such as litigation and industrial relations. ACKNOWLEDGEMENT: The management is grateful to the government authorities, Bankers, Vendors, for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company. For & on behalf of the Board of Directors Ashok.M.Chhajed Director DIN: 02336676 Place: Mumbai Date: 25th July, 2015 |