DIRECTOR'S REPORT Dear Shareholders, 1.Your Directors have pleasure in presenting the 22nd Annual Report together with the audited statement of Accounts for the year ended 31st March, 2015. 2. DEPOSITS The Company has not accepted any deposits from Public within the meaning of Provisions of the Companies Act, 2013 and rules made there under. 3. CAPITAL During the year the Authorized, Issued, Subscribed and paid-up Capital remained unchanged at Rs. 6,00,00,000/-and Rs. 5,37,38,000/- respectively. 4. STATUTORY INFORMATION I. The Companies ( Directors particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology absorption in From B prescribed by the rules. The company not being an industry under the Schedule, Form A& B disclosures are not applicable. II. The Company had no foreign exchange earnings & no outgoing III. The Company does not have any subsidiary within the meaning of section 4 of the Companies Act, 1956 5. AUDITORS Statutory auditors M/s. R. K. Malpani & Associates, retire atthe conclusion of the ensuing Annual General Meeting. The Company proposes to appoint them for their term of2 years under Section 139 of the Companies Act, 2013 i.e. for the financial year 2015-16 to 2016-17 subject to ratification by shareholders at every Annual General Meeting 6. AUDIT COMMITTEE Pursuant to Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000, an audit committee was constituted by the Board of Directors consisting of 3 directors i.e. Shri Baboolal Swarnkar, Shri Nikhilesh Khandewal and, Shri Vinay Agrawal. 7. AUDITOR'S REPORT The notes referred to in the Auditors' Report are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013. 8. DIRECTORS Shri Baboolal Swarnkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Directors commend his re-appointment. 9. DIRECTOR'S RESPONSIBILITY STATEMENT As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March 2015 and of the profit of the Company for the year ended 31st March 2015. (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) the annual accounts have been prepared on a going concern basis. (e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (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. 10. PERSONNEL There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 as per the latest amendment. 11. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. It provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. Whistle blower policy of the company is available on the Company's website www.rajasthangasesltd.com . 12. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT The Board has appointed M/s. Manjula Poddar, Company Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 20142015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV. 12. ACKNOWLEDGMENT The Board takes this opportunity to express its sense ofgratitude to all the Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication. By Order of the Board of Directors BABOOLAL SWARNKAR (Chairman) Place: Jaipur Dated: 05th September, 2015 |