DIRECTORS REPORT TO THE MEMBERS Your directors have immense pleasure in presenting Twenty Third Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31st March, 2015. 2. DIVIDEND No Dividend was declared for the current financial year. 3. UNCLAIMED DIVIDEND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend outstanding for more than seven years. 4. DEPOSITS During the year under review, the company has neither invited or nor accepted any deposit from public. 5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review. 7. RISK MANAGEMENT POLICY The Company has a well-defined risk management framework in place for the company. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report. (as perAnnexure I to this Report). 8. CORPORATE GOVERNANCE Report on Corporate Governance pursuant the Clause 49 of the Listing Agreement is attached and forms part of this report. 9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the criteria for applicability of the provisions of social responsibility as per section 135 of the Companies Act 2013 is not applicable to the company. The net profit of the company is below Rs.5.00 crore. The board of directors of the company are always enthusiastic for carrying on the social activities as per Companies Act by defraying the resources out of the income of the company but due to negligence of the profit as compared to preceding years, the board of directors is constrained to initiate such responsibility. 10. LOANS, GUARANTEES OR INVESTMENTS There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party. 12. STATUTORY AUDITORS M/s Chaudhry Vigg James & Company, Chartered Accountants who are the statutory Auditors of the company, hold office, in accordance with the provisions of the Act, for a period of three years viz., from the conclusion of this AGM upto to the conclusion of the third consecutive AGM i.e. FY 2017-18 subject to ratification of the appointment by the members at every AGM held after this AGM and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors. 13. STATUROTY AUDITS SECRETARIAL AUDIT ANDADVERSE COMMENTS BY AUDITORS. There was no qualifications, reservations, adverse remarks or disclaimers made by M/s Chaudhry Vigg James & Company, Statutory Auditors, in their Audit Report. The Secretarial Auditor's report by M/S Kavita Goel & Associates, Company Secretary in Practice have been obtained and annexed as perAnnexure II to this Report. 14. DIRECTORS APPOINTMENT AND REMUNERATION The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in word and spirit. 15. ANNUAL RETURN The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 is attached to this Report. (As perAnnexure III to this Report) . 16. VIGIL MECHANISM / WHISTLE BLOWER POLICY Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act,2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. 17. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 18. BOARD MEETINGS The Company had Six Board meetings during the financial year under review. 19. DIRECTORS During the financial year 2014-15, the Board of Directors re-appointed Mr. Sanjay Kumar Mimani who retired by rotation and also complied with the rules relating to the independent director of the company. Sh. Shiv Narayan Daga is the chairman and managing director is the key managerial person( KMP) within the meaning of Section 203 (1) of the Act. Mrs. Shikha Mundra, Mr. Sanjeev Kumar Rawal and Mr. Yashwant Kumar Gupta are other KMPs designated as the executive director, Chief Financial Officer and Company Secretary. 20. DECLARATION OF INDEPENDENT DIRECTORS All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director1 stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board. 21. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: 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 yearand 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 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. 22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture except Associate Company i.e Flourishing Apartments Pvt. Ltd. Ltd and its financial performance as under: Capital Rs. 857000/- Reserves Rs. 37094/- Gross Income Rs. 5500/- Net Income Rs. 476/- Net Income After Tax Rs. 329/- 23. BOARD COMMITTEE Your Company has Three Committees of Board, viz, 1. Audit Committee 2. Investor Grievance and Share Transfer Committee 3. Nomination and Remuneration Committee 24. SHARES a. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. The Company has not issued any Sweat Equity Shares during the year under review. b. BONUS SHARES No Bonus Shares were issued during the year under review. c. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has not paid remuneration to any Key managerial personnel, exceeding the limit of remuneration specified in rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the information /comparative statement either nil oris not applicable. The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), upto the date of the Twenty Third Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request. 26. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE Our policy against sexual harassment is embodied both in the Code of Conduct of the company as also in a specifically written policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company. 27. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company. For DB (International) Stock Brokers Limited Sd/- Shiv Narayan Daga Managing Director Place: New Delhi Date: 29th May, 2015 |