DIRECTOR'S REPORT To The Shareholders, 1. Your Directors have pleasure in presenting their 21st ANNUAL REPORT along with the audited annual accounts for the year ended on 31st MARCH, 2015, AND REPORT THAT: - 2. SECRETARIAL AUDITOR Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Abhishek Lakhotia, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit report is annexed herewith as "Annexure B". The Board of Directors has re-appointed Shri Abhishek Lakhotia, Company Secretary in Practice to conduct Secretarial Audit for FY 2015-16 at its meeting held on 25th August 2015. 3. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") form an integral part of this Report. ANNEXURE - B 4. NUMBER OF MEEINGS OF THE BOARD During Financial Year 2014-15 Five Board Meetings were held by the Company on 22nd April.,2014, 28th July.,2014, 20th Oct.,2014, 20th Jan.,2015 and 31st March.,2015. The intervening gap between the meetings was prescribed under the Companies Act.2013 and clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meeting held during the Financial Year 2014-15 forms part of the Corporate Governance Report. 5. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act. (a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made 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 or loss of the Company for the Financial Year ended on that date; (c ) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and ther irregularities; (d) That the annual Financial Statements have been prepared on a going concern basis; (e) That proper internal financial controls were in place and that the financial controls Were adequate and were operating effectively; (f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 6. DIRECTORS: In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Shri Asutosh Bhaskar Raulo (DIN: 01589574), Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment. In accordance with the provision of the Act, the Articles of Association of the Company, and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their meeting held on 31st March, 2015 appointed Mrs Pooja Lalchand Kumawat (DIN: 07158872) as Additional Director (Woman Director) up to the ensuing AGM. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Director of the Company. The Board recommends her appointment at the ensuing AGM. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE. 7. AUDITORS AND AUDITORS REPORT. M/s. B. M. Gattani & Co., Chartered Accountants (Reg. No. 113536W) Auditors of the Company, retire at the conclusion of ensuing AGM and offer themselves for reappointment. The Company has received letter from B. M. Gattani & Co., Chartered Accountants (Reg. No. 113536W) to the effect of their appointment, if made, would be in prescribed limit under Sections 139 and 142 of the Act. The Audit Committee and Board of Directors recommend reappointment of B. M. Gattani & Co., Chartered Accountants (Reg. No. 113536W) as Auditors of the Company to hold office conclusion of the ensuing AGM till the conclusion of next AGM and to fix their remuneration. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. 8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186. There are no loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year. Details of Loan, Guarantees and Investments covered under the provisions of the Act are given in the notes to the Financial Statements. 9. RELATED PARTY TRANSACTIONS: There are no contracts or arrangements with related parties referred to section 188(1) of the companies Act, 2013. 10. DEPOSITS: Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Rule made thereunder and therefore no amount of principal or interest was outstanding as on the date of Balance Sheet. 11. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS: Your Company has earned total revenue of ?27.08 lakhs in Financial Year 2014-15 as compared to ?3.40 lakhs in Financial Year 2013-14. The profit after tax in Financial Year 2014-15 is ?16.20 lacs as compared to loss ?0.27 lakhs in Financial Year 2013-14. 12. DIVIDEND Due to non-availability of sufficient funds, your directors express their inability to recommend any dividend for the year under review. 13. RISK MANAGEMENT As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored. 14. SHARE CAPITAL The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2015 was ? 30,009,000/-. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2015 none of the Directors of the Company holds instrument convertible into equity shares of the Company. 15. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report. 16. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Management's Discussion and Analysis forms an integral part of this Report. 17. PARTICULARS OF EMPLOYEES The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are not applicable to the Company, as the Company has not employed any employees whose salary exceeds the prescribed limits. 18. SEXUAL HARASSMENT 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. The Company has complied with the requirement of formation of a suitable committee as required under the said act. 19. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING The Equity Shares of the Company are at present listed with the following Stock Exchanges:- Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur - 302 017 The Bombay Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St., Mumbai Limited Ahmedabad Stock Exchange : Kamdhenu Complex, Panjara Pole,Ahmedabad Limited 20. PAYMENT OF LISTING FEES The Company has paid listing fee to the Mumbai Stock Exchange and has not paid listing fee to the Jaipur and Ahmedabad Stock Exchanges. 21. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE There was no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement 22. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation and acknowledgement with gratitude's for the support and assistance to the Company's Bankers, Shareholders and Customers Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company, to the growth & success of the Company. BY ORDER OF THE BOARD For HARMONY CAPITAL SERVICES LTD Sd/- ASUTOSH B. RAULO CHAIRMAN & MANAGING DIRECTOR DIN: 1589574 PLACE: - MUMBAI. DATE : - 03.09.2015 |