DIRECTORS' REPORT TO THE SHAREHOLDERS To, The Members, 1. Your Directors have great pleasure in presenting the 35th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015. 2. REVIEW OF OPERATIONS The Company has incurred a Loss of Rs. 3,17,198/- during the year as compared to the Loss of previous year of Rs. 2,58,920/- . 3. OPERATIONS AND FUTURE PLANS: The Company during the year under review could not conduct any major business activity due to the financial constraints and un-favourable market conditions. The Company is in the process of identifying the project which would benefit the company and shareholders at large. However, company undertook some small activities related to consultancy in the field of E-Commerce during the year. 4. CHANGES IN THE NATURE OF BUSINESS, IF ANY: There have been no material changes in the nature of business during the period under review except that the company for the first time undertook activities related to consultancy in the field of E-Commerce. 5. DIVIDEND In view of the Accumulated Loss as stated above, the Board of Directors regrets its inability to recommended payment of any dividend for the year under review. 6. DEPOSITS The company has not accepted any deposits from the Public and as such, no amount of principal or interest on fixed deposit was outstanding as on the Balance sheet date. 7. DIRECTORS In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Mr. Kirankumar Ramesh Patel and Mrs. Nitaben Patel were appointed as Additional Directors designated as Wholetime Promoter Directors, on 31st March 2015. They hold office upto the date of this Annual General Meeting and are eligible for appointment. The Company has received a notice under section 160(1) of the Act proposing their candidature for the office of director liable to retire by rotation. Mr. Gopalkrishnan Raman resigned as Director on 31st March 2015. Mr. Gopalkrishnan Raman also resigned as Compliance Officer and in his place Mr. Kiran Kumar Rameshbhai Patel was appointed as a Compliance Officer on 31st March 2015. Mr. Kapil Gupta also resigned as Non Executive Director on 31st March 2015. The board places on record its appreciation and gratitude for services rendered by Mr. Gopalkrishnan Raman and Mr. Kapil Gupta. 8. KEY MANAGERIAL PERSONNEL: Mr. Kirankumar R. Patel and Mrs. Nitaben B. Patel (Promoter Directors) were appointed as Whole Time Directors of the Company on 31st March 2015 without any remuneration and are subject to retire by rotation. 9. REMUNERATION TO DIRECTORS: During the year under review, the Company has not paid any remuneration and sitting fees to any of the Directors of the Company considering the financial position of the Company. 10. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report 11. DECLARATION BY INDEPENDENT DIRECTORS: All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies_Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. 12. MEETINGS OF BOARD AND COMMITTEES: During the year under review, the Board convened and held five (5) meetings on 28th May, 2014, 14th August, 2014, 14th November, 2014, 13th February, 2015, and 31st March, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Committees. 14. DIRECTOR'S RESPONSIBILITY STATEMENT The Board of Directors hereby confirms: a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures made from the same b) That the Directors have 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 or Loss of the Company for that period c) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the Annual accounts 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. 15. AUDITORS Statutory Auditor: At the Annual General Meeting (AGM) held on 30th September, 2014, M/s K. K. Khadaria & Co., Chartered Accountants Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the AGM to be held in the year 2018. In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every AGM. Accordingly, the appointment of M/s K. K. Khadaria & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the auditors confirming to the effect that if they are re-appointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Laxmi Didwania a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A. 16. AUDITORS' REPORT: Since notes to account are self explanatory, no further explanation is given by the Board as such. 17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 18. PARTICULARS OF EMPLOYEES: There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, there were no employees to whom the gratuity or any other retirement benefits were payable by the Company. 19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There are no materially significant related party transactions made by the Company with the promoters, Directors or Key managerial personnel which may have a potentially conflict of interest with the interest of the Company at large. 20. SUBSIDIARIES: The Company has no subsidiaries during the year under review. 21. INDUSTRIAL RELATIONS: The company was not engaged in any industrial activity during the year. Your Directors recognize and appreciate the sincere work, dedicated efforts and contribution of all the directors and stakeholders during the year. There were no employees in the company during the year. 22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 23. AMOUNT TRANSFER TO RESERVES: During the year under review no amount has been transferred to the reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 in view of the losses incurred by the company. 24. ISSUE OF SHARES: The Company during the year under review has not issued any Sweat equity shares or shares with differential rights or under Employee stock option scheme nor did it buy back any of its shares. 25. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - B together with a Certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance. 26. EXTRACT OF ANNUAL RETURN: In accordance with the provisions of section 134 (3) (a) of the Companies Act, 2013 the details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure - C. 27. CASH FLOW STATEMENT: In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts. 28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The provisions of section 135(o), 135(2) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) Rules is not applicable to the Company as it is not falliing under the criteria mentioned in the Act. 29. MANAGERIAL REMUNERATION No managerial personnel is drawing any remuneration pursuant to section 197 of the Companies Act, 20133 and Rule 5 of Companies (Appointment & Remuneration of managerial personnel), Rules 2014. 30. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is not applicable. 31. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review there were no other Foreign Exchange transactions. 32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Control function reports to the Chairman of the Audit Committee of the Board. 33. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company is not required to establish Vigil Mechanism as per the provisions of section 177(9) of the Companies Act, 2013 as the Company has not accepted any deposits nor it has borrowed money from banks & Financial Institutions in excess of 50 crores. 34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY: There were no significant material orders passed by the Regulators, Courts or tribunals during the year ended 31st March, 2015 impacting the going concern status of your Company and its future operations. 35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE: During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date. 36. GENERAL: Your Directors state that during the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 37. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to the BSE where the Company's Shares are listed and traded. 38. ACKNOWLDEGEMENTS: Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc for their continuing support and co-operation. Your Directors also sincerely thank the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. By Order Of the Board Chairman Date: 30th May 2015 Place: Mumbai |