DIRECTORS' REPORT The Directors have pleasure in presenting their report and accounts for the financial year ended March 31st 2015. Company's Affairs In the financial year 2014-2015, the Company has incurred as loss of INR 37,34,652/- as compared to Profit made in previous year i.e. INR 1,65,68,971/- during the financial year 2013-2014. Dividend As the Company has inured loss, the Board of Directors don't not recommended any Dividend for Financial Year 2014 -2015 Transfer to reserves The Company has not made any transfers to the reserves. Deposits The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Share Capital A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015. B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015. C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015. Change in the Nature of Business There are no changes in the nature of business during the Financial Year 2014 - 2015. There are no material Changes and Commitments affecting the Financial Position of the Company from 01st April, 2015 till the date of issue of this report. Board of Directors and Changes in KMP In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Babulal Vardhan (DIN: 00199986) retires by rotation at ensuing Annual General Meeting and is eligible for reappointment. The Board hereby recommends his re-appointment. Mr. Kinnar Prakash Chhaya resigned as Company Secretary in whole time employment of the Company with effect from 24th May 2015 Board Meetings During the Financial Year 2014 - 2015, the Board of Directors duly met Six times. More information regarding the Board meetings are been included in the Corporate Governance Report. Declaration by Independent Directors: All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement. Board Evaluation: Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement , a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Audit Committee The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report. Nomination and Remuneration Committee The company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition and policies forms a part of the Corporate Governance Report. Particulars of transaction between the Company and the Non Executive Directors During the year under review the Company has not entered into any Transaction with its Non Executive Directors Corporate Governance As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Auditor's confirming compliances, forms an integral part of this Report. Vigil Mechanism for Directors and Employees The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report. Internal Financial Control and their Adequacy The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same. Risk Management Policy The Board of Directors in consultation with the Audit Committee has framed a policy for management and mitigation of risk faced by the in its day to day operations, further the Board of Directors and the Senior Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization. Corporate Social Responsibility The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the Company. Conservation of Energy and Technology Absorption The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A" Extract of Annual Return The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure B" Auditors' Report: The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors. Statutory Auditors In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors recommend to the shareholders to ratify the appointment of M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai [Firm Registration No. 114854W], as Statutory Auditors of the Company for F.Y. 2015-2016, who were for 5 consecutive Financial year in the 31st Annual General Meeting of the Company. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report. With regards to the remarks by the Secretarial Auditor of the Company, the management would state as under: 1. Mr. Awadesh Kumar resigned as Non Executive Independent Director w.e.f. 04th November, 2014 and there was a minor delay of filing the casual vacancy caused as the Company was looking out for an Independent Non- Executive Independent Women Director and the same has been ratified by appointment of Ms. Foram Mehta as Additional Non Executive Independent Director w.e.f. 31st March 2015. 2. Mr. Ramesh Vardhan and Mr. Rajesh Vardhan are KMP's in more than 2 Companies, and they are in process of reducing the same within the prescribed limits as required under the Companies Act, 2013. 3. The Company is in process of appointing a CFO as required by provisions of Section 203 of the Companies Act, 2013. Directors' Responsibility Statement: In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2015, the Board of Directors state that: 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 year and 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. e. The Directors had laid down internal financial controls to be followed by the Company and 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. Related Party Transactions The Company has not entered into any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under. Particulars of Loans, Guarantees and Investments The Company has not made any loans, given any guarantees or made any investment during the F.Y. 20142015 Particulars of Employees The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period. During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. Performance and Financial Position of Subsidiary, Associate and Joint Venture Companies: The Company has no subsidiary; The Company has entered into a Joint Venture named "Diviniti" for Construction of Low Cost Housing and related Infrastructure work. A Statement containing salient features of Financial Statement of "Diviniti" (Joint Venture) in Form AOC-1 is annexed hereto as "Annexure D" Acknowledgements Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company. By Order of the Board Mr. Ramesh Vardhan Managing Director DIN: 00207488 Mr. Rajesh Vardhan Managing Director DIN: 00199986 Date : 13 August, 2015 Place: Mumbai |