DIRECTORS' REPORT To The Members, 1. Your Directors present herewith their Audited Statement of Accounts for the year ended 31st March 2015 2. FINANCIAL PERFORMANCE During the current year of operation, your Company has registered revenue of Rs. 13.13 lakhs, as compared to Rs. 29.74 lakhs in the previous financial year. Your company has incurred net loss of Rs. 57.34 lakhs as compared to loss of Rs. 4.79 lakhs in the previous financial year. 3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY The Company has stopped all its activities and sold its entire Plant & Machinery during the year and subsequently repaid the entire loan including secured and unsecured loan from the amount realized by way of sale of Plant & Machinery. The Company is in the process of exploring new avenues to revive its activities and diversify into some other business activity leading to growth and profitability of the Company. As the new area of operation is still under consideration, your Directors are unable to comment on the future prospects of the Company. 4. CHANGE IN NATURE OF BUSINESS During the financial year 2014-15, Company has not changed its nature of business and not carried out any activity during the year. 5. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY Since the Company does not have any subsidiary, there is no requirement for consolidation of account and to provide statement containing the salient features of the financial statement of the subsidiary. 6. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES During the financial year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company. 7. DIVIDEND AND TRANSFER TO RESERVES In view of the accumulated losses of the Company, your Directors do not recommend any dividend for the year 2014-15 and no amount has been transferred to General Reserve during the year 2014-15. 8. DEPOSIT During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013. 9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel: 1. In accordance with the provision of Section 161(1) of the Companies Act, 2013, Mrs. Nisha Singhvi was appointed as Woman Director & Additional Director on 31st March, 2015 and shall hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers herself for appointment as a Director. 2. Mr. Giriraj Dammani, Independent Director resigned from the Board on 23rd June, 2015. The Board of Directors placed on record their appreciation for the valuable advice and guidance rendered by Mr. Giriraj Dammani during his association with the Company. 3. In accordance with the provisions of the Companies Act, 2013, Mr. Uttamchand Jain, Director of the Company retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. 4. Ms. Kimti Sharma was appointed as Company Secretary on 2nd July, 2014 and thereafter subsequently resigned on 5th December, 2014. None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013. No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year. 11. DECLARATION BY INDEPENDENT DIRECTOR The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Act. 12. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure I". 13. MEETINGS During the year, eight meetings of the Board of Directors of the Company and four meetings of the Audit Committee were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees are annexed herewith as "Annexure II". The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. 14. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; (ii) 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 loss of the Company for the period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors have prepared the annual accounts on a going concern basis; (v) the proper internal financial controls were in place and that the financial controls were adequate and operating effectively. (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 15. CORPORATE SOCIAL RESPONSIBILITY The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year ended 2014-15. 16. AUDIT COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013. The Composition of the Audit Committee is as follows: Name of the Director Category Status Mr. Jayesh Shah Independent Non Executive Chairman Mr. Gunwantraj Singhvi Promoter Executive Member Mr. Uttamchand Jain Non Independent Non Executive Member The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-III". 17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS During the year, the company has not given any loans or guarantee or provided any security to any persons or body corporate or made investment in the security within the meaning of Section 186 of the Companies Act, 2013. 18. RELATED PARTY CONTRACTS During the year, Company has not entered into any transaction with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its powers) Rules, 2014. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO During the year, company has not undertaken any operational activities. However, as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable is annexed herewith as "Annexure IV". 20. RISK MANAGEMENT Your company has been regularly assessing the risk and ensures that the risk mitigation plans are in place. 21. FORMAL ANNUAL EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. A separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. 23. INTERNAL FINANCIAL CONTROL Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures. 24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. 25. ESTABLISHMENT OF VIGIL MECHANISM The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. 26. PARTICULARS OF EMPLOYEES: In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as 'Annexure - V' to the Directors' Report. None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules. 27. AUDITORS Statutory Auditors At the Annual General Meeting of the Company held on 27th September, 2014, M/s. Sadani & Singhi, Chartered Accountants were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139(1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. The Company has received a written consent and certificate from M/s. Sadani & Singhi, (Firm Registration No: 004415C), Chartered Accountants, Statutory Auditors of the Company to the effect that their appointment is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013. Secretarial Auditor The Board had appointed M/s. Jayshree A. Lalpuria & Co, Practising Company Secretaries, to conduct Secretarial Audit to the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure VI". 28. AUDITOR'S REPORT With regard to the remark of the Auditors concerning non-payment of outstanding statutory liabilities with respect to Provident Fund, ESIC, Sales-Tax etc., the Directors have to state that same could not be paid in time due to paucity of funds. However, the Company has now paid all the outstanding statutory liabilities except VAT and is making the necessary arrangements to clear this liability as well. Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013 The Board of Directors state that M/s. Sadani & Singhi, Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company. SECRETARIAL AUDITOR'S REPORT As regards remarks of the Secretarial Auditor in her report, the Directors wish to clarify that the Company has not carried out any activity during the year and due to financial constrains, the Company could not give newspaper publication as required under section 91 of the Companies Act, 2013 and Clause 41 of the Listing Agreement and also could not appoint CFO pursuant to Section 203 of the Companies Act, 2013. ACKNOWLEDGEMENT The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS PRATIK PANELS LIMITED GUNWANTRAJ M. SINGHVI MANAGING DIRECTOR DIN:00218731 Place: Mumbai Date: 08.08.2015 |