DIRECTORS REPORT Dear shareholders The directors of your company are pleased to present their twenty first annual report together with the audited statement of account for the financial year 2014-15 ended on 31st march 2015 Dividend In absence of adequate profit your directors are unable to recommend any dividend for the year ended 31st march 2015. Operations Despite of difficult year your company could maintain the sales turnover which increased from Rs.56,55,144/- to Rs. 9,651,270/- 1.domestic sales : the domestic sales increased by Rs.9,96,126/- from Rs. 86,55,144,/- in f.y.2014 to 9,651,270/- in f.y.2015 2.other income : other income increased by Rs.44,872/- Investment During the year the company has invested 13,44,872 in reliance liquid fund. Annual listing fees The company has paid the annual listing fees for the year 2015-16 to Bombay stock exchange limited and vadodara stock exchange limited vadodara Management discussion and analysis report As per clause 49 of the listing agreement with the stock exchange the management discussion analysis is appended to this report Extract of annual return Pursuant to section 92(3)of the act and rules 12 1 of the companies (management and administration ) rules 2014 the extract of annual return in from mgt 9 is annexed as annexure a Corporate governance As per clause 49 of the listing agreement the corporate governance information is appended to this report Secretarial auditors Pursuant to the provision of section 204 of the act and the companies ( appointment and remuneration of managerial personnel) rules 2014 the board of directors of the company had appointed aanal saryawadi secretaries in practice to undertake the secretarial audit of the company for the year ended 31st march 2015 The secretarial audit report is annexed as annexure b Energy technology and foreign exchange Your company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6)m of the companies act 2013 are nil Employee technology and foreign exchange The information required under section 197(12) of the companies act 2013 read with companies ( appointment and remuneration of managerial personnel) rules 2014 forms a part of this report and is annexed to this report DIRECTORS RESPONSIBILITY STATEMENT In compliance of section 134 (3( © of the companies act 2013 the directors of your company confirm the following a)that the applicable accounting standards have been followed in the preparation of the final annual account along with proper explanation relation to material departures b.that appropriate accounting policies have been selected and applied consistently and such judgments and estimated made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at march 31 2015 c.that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provision of the companies act 2013 for safeguarding the assets of the company and for preventing and detection fraud and other irregularities d.that the annual accounts have been prepared on a going concern basis DIRECTORS in accordance with the provision of the companies act 2013 and the articles of association mr. savjibhai gondalia retieing by rotation at this annual general meeting and eligible offer themselves for re-appointment as requirement under clause 49 of the listing agreement with the stock exchange the details of directors seeking re-appointment at the ensuring annual general meeting has been provided in the notice of the annual general meeting forming part of the annual report in the light of various guidelines and applicable provision your directors proposes to board base the by the appointment of independent professional directors registrar and transfer agent purva sharegistry (india )pvt ltd9,shicshakti ind.estate,lower parle (e)mimbai 400011. The share transfer agent of the company has been successfully providing all investors services withing a time bound period Audit committee As good corporate governance an audit committee has been constituted according with the provision of sections of section 177 of the companies act 2013 the companies meeting of board and its powers rules 2014 and the clause 49 of the listing agreement The functions of the committee are To review the adequacy of internal control systems and internal audit report their compliance thereof To oversee the companies financial reporting process and the disclosure of its financial information to ensure that the financial statement are correct sufficient and credible To recommend the appointment of auditors and the fixation of audit fees To review with management the financial statement before submission to the board The audit committee has been reconstituted with the three directors viz 1.mr.savjibhai savalia independent directors member 2.mr.magesh kumar independent directors member 3.mr.ketankumar patel managing directors member During the year under review the audit committee met 4 time all the member of the committee were remained present at the meeting Nomination &remuneration committee In order to comply with the provision of section 178 of the companies act 2013 and the companies (meeting of board and its powers) rules 2014 the nomination & remuneration committee was coasting of the following who are the directors of the company .mr.savjibhai savalia independent directors member 2.mr.magesh kumar independent directors member 3.mr.ketankumar patel managing directors member Auditors m/s gaurav n.zinzwadiya chartered accountants Ahmadabad retire at the conclusion of the forthcoming annual general meeting and being eligible have offered themselves for reappointment the companies has received letter from to the effect of the their reappointment if made would be within prescribed limit under section 139 of the companies act 2013 that they are not disqualified for reappointment within the meaning of section 139 of the said act. Particulars of employee There is no employee who is in receipt of remuneration exceeding Rs.2400,000/- per annual of Rs. 2,00,000/- per month the limits specified under the companies ( appointment and remuneration of managerial personnel ) rules 2014 pursuant to the provision of section 197 of the companies act 2013. General The notes forming part of accounts being self explanatory are not being dealt with separately ACKNOWLEDGEMENT You directors express their sincere thanks to all customers vendors investors bankers insurance companies consultants admission stock exchange and government authorities for their continued support and co operation throughout the year. Your directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the company For and on behalf of the board of directors SD/- MANAGING DIRECTORS SD-/ DIRECTORS Place ; ahmedabad Date :30/07/2015 |