DIRECTOR'S REPORT To The Members Your Directors are pleased to present the Annual report and Company's audited financial statements for the financial year ended March 31, 2015. Current Operations & Future Outlook (State of Company's affairs): Due to liquidity crunch and continuous losses, the Company has not been in a position to carry on its business operations during the financial year and the cash losses have been accumulated on account of routine expenses incurred under review. However, with the intent to revive the business operations, the management of the Company has chalked down the Scheme for reduction of paid-up share capital to wipe off the accumulated losses and accordingly approached SEBI & BSE Limited for seeking its No Objection to the proposed reduction who have given their nod to the said proposal vide their letter dated June 17, 2015. Performance and financial position of each of the subsidiaries As on the date of this director's report, the Company has no subsidiary. Details of change in the nature of business, if any; - Not Applicable Dividend Since there are no profits during the year, the directors regret their inability to recommend any dividend for the Financial Year beginning on April 1, 2014 and ending on March 31, 2015. Directors • Appointment /Reappointment of Directors During the year under review, Ms. Meera Agarwal (DIN No. 07195547) was appointed as anadditional director, not liable to retire by rotation, on the Board of the Company w.e.f July 01, 2015. Further, in accordance with the provisions of the Companies Act, Mr. Hemant Rastogi, Whole Time Director retires by rotation by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment. The Board of your company recommends his appointment As on the date of presenting this report, the Board of the Directors of the company constitutes of Mr. Hemant Rastogi, Mr. Tulsi Bansal, Mr. Ajay Mathur, Mr. Harish Agarwal and Ms. Meera Agarwal. • Declaration by Independent Director(s) In terms with Section 149 (7) of the Companies Act 2013, every Independent Director of the Company has submitted a declaration that they meet the criteria of Independence. None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act Meetings of Board of Directors During the year under review the Board of Directors of the Company met Six times on May 30, 2014, August 12, 2014, September 03, 2014, October 30, 2014, November 14, 2014 and February 12, 2015 AUDIT COMMITTEEAND VIGIL MECHANISM The Company has constituted a vigil mechanism named Whistle Blower Policy ("Policy") to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. It is hereby confirmed that no personnel has been denied access to the Audit Committee. A copy of the policy is annexed with the Director Report as Annexure A. Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors: Nomination & Remuneration Committee The Board of the Company has constitutes a policy on the nomination and remuneration of the KMP's and senior management of the Company. A copy of the same is annexed herewith the Directors' Report as Annexure B. In terms of the provisions of Companies Act, 2013, the Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors: Directors Responsibility Statement 1. The annual accounts for the financial year ended March 31, 2015 were prepared as per the applicable Accounting Standards along with proper explanations relating to material departures; 2. The Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs and losses of the Company at the end of the financial year and of the profit and loss of the company for the same period; 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities 4. The Directors have prepared the annual accounts of the Company for the Financial Year ended March 31st, 2015 on a going concern basis. 5. The Directors has laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively. 6. The directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Subsidiaries, Joint Venture and Associate Companies As at March 31, 2015, your Company has no subsidiary, associate and Joint Venture Company. Details of Managerial Remuneration- As on the date, none of the director is being paid the remuneration. Deposits Your Company has not accepted any deposits during the period under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. Particulars of Employees During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Status of Listing The Company's shares are listed at BSE Limited ('BSE'), Delhi Stock Exchange Limited ('DSE') and Calcutta Stock Exchange Limited ('CSE').In this regard, it is imperative to note that the SEBI vide its order dated 19.11.2014 withdrawn the recognition of DSE. Statutory Auditors The Statutory Auditors of the Company, M/s. BNPSY & Associates, Chartered Accountants were appointed in the previous Annual General Meeting in accordance with the provisions of Section 139 of Companies Act, 2013 for a term of five years upto September 30, 2019. Such appointment of the auditors is subject to the ratification by members at every Annual general meeting upto to the term of office of auditors. Therefore, your directors recommend the ratification of appointment of M/s. BNPSY & Associates, Chartered Accountants as Statutory Auditors to audit the books of accounts of the Company for the financial year ended March 31, 2016. Auditors' report Auditors' report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. Management Discussion and Analysis Report A report on industry analysis is attached hereto and forms part of the Annual Report Annexure C. Secretarial Auditors As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed M/s Praveen Rastogi & Co., Company Secretaries as the Secretarial Auditor to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015, is annexed to the Director' Report as Annexure D. Extracts of Annual Return in accordance with Section 92(3) A separate annexure containing extracts of Annual Return forms part of this Directors Report as Annexure E. Book Closure The transfer books of the company will be closed from September 25, 2015 to September 30, 2015 both days inclusive for purpose of Annual General Meeting dated September 30, 2015. Internal Control The Company has adequate internal control procedures commensurate with the size and nature of business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal controls and risk management. Other Information • Particulars of loan, guarantees or investments under Section 186: Not Applicable • Particulars of contracts or arrangements with related parties referred to in section 188(1): There has been no instance of related party transaction during the year ended March 31, 2015. • The amount proposed to be carried out to the reserves: Not applicable • The amount recommended to be paid by way of dividend: Not applicable • Material changes in the financial statements: No • Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company: Not Applicable • Development and implementation of policy on Corporate Social Responsibility initiatives taken during the year: Not applicable PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEESAND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:- a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of the Company b. Criteria for evaluation of the Individual Directors; i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of Companies Act, 2013 along with Rule 8 of Companies (Accounts) Rules, 2014 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Conservation of Energy Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply. Form of Disclosure of Particulars with respect to Absorption of Technology, Research & Development. Research & Development 1. Specific areas in which R & D carried out by the company-There was no research and development activity carried out during the financial year. 2. Benefits derived as a result of the above R&D-No benefits were derived, as no R&D was undertaken 3. Future plan of action -The Management of the Company is making necessary roadmap for starting new business operations i.e. for undertaking projects in the field of rail infra. 4. Expenditure on R & D -No R&D activity was undertaken during the last financial year. Technology Absorption, Adaptation and Innovation No technology was absorbed, adapted or innovated during the financial year. 1. Efforts, in brief, made towards technology absorption, adaptation and innovation-No technology was absorbed, adapted or innovated during the last financial year. 2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken. 3. Import of Technology- No technology has been imported during the last financial year. Foreign Exchange-Earning /Outgo There is no transaction made by the company involving Foreign Exchange. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy ('Policy') in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. Nocase has been reported during the year. General Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i. Issue of equity shares with differential rights as to dividend, voting or otherwise ii. Details relating to deposits covered under Chapter V of the Act. iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Corporate Governance The Company is not required to mandatorily comply with the provision of Clause 49 of the Listing Agreement as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 crores, as on the last day of the previous financial year. Acknowledgement Your Directors would like to express their grateful appreciation for the assistance, cooperation and trust reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review. Your Directors wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the Company for its success. Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support. By order of the Board of Directors For Justride Enterprises Limited Sd/- Hemant Rastogi Chairman DIN-00479470 Date: September 02, 2015 Place: New Delhi |