BOARD'S REPORT TO, THE MEMBERS OF M/s. Sequel E-Routers Limited Your Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015 DIVIDEND However with the view to conserve the resources of company the directors are not recommending any dividend. AMOUNTS TRANSFERRED TO RESERVES The Board of the company has decided to carry the current year profit to its reserves. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company. CHANGES IN SHARE CAPITAL, IF ANY During the Financial Year 2014-15, the face value of the company has been consolidated from Rs. 1/- to Rs. 10/- each. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report EXTRACT OF ANNUAL RETURN The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company 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) The directors had 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 the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively AUDITORS and REPORT thereon The Auditors, M/s. Gaurang Vora & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. . There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information LOANS, GUARANTEES AND INVESTMENTS The Company has given Loans and advances and also made an investment during the year. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions 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 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: (A) Conservation of energy and Technology absorption The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. (B) Foreign exchange earnings and Outgo There were no foreign exchange earnings and outgo during the year under review. RISK MANAGEMENT The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal. DEPOSITS The company has not accepted any deposits during the year. CORPORATE SOCIAL RESPONSIBILITY The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee. RATIO OF REMUNERATION TO EACH DIRECTOR The Company is not paying any remuneration to the directors. ANNUAL EVALUATION Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. CORPORATE GOVERNANCE Report on Corporate Governance along with the Certificate of the Auditors, M/s. Gaurang Vora & Associates, and confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report. INDEPENDENT DIRECTORS and DECLARATION The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. Terms of Reference The Terms of Reference of the Nomination and Remuneration Committee are as under: 1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance 2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. 3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that: a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: 4. Regularly review the Human Resource function of the Company 5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time. 6. Make reports to the Board as appropriate. 7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time. 8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under. REMUNERATION POLICY Remuneration to Executive Directors: The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. Remuneration to Non Executive Directors: The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them. SECRETARIAL AUDIT REPORT There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation. Further the Secretarial Audit Report as provided by M/s. Khushbu Trivedi & Associates, Practicing Company Secretary for the financial year ended, 31st March, 2015 COST AUDIT Cost Audit is not applicable to the company. VIGIL MECHANISM As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REPRESSED ACT, 2013: The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition Prohibition & Redressal Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. ACKNOWLEDGEMENT Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. FOR & ON BEHALF OF THE BOARD OF DIRECTORS Sd/- (SUNILKUMAR GANDHI) DIN : 05235246 Sd/- (RAJUBHAI DESAI) DIN : 03148402 Date: 04.09.2015 Place: Ahmedabad |