DIRECTORS' REPORT Dear Members, Yours Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company for the year ended 31st March, 2015. 2. DIVIDEND: During the year under review, the Directors do not recommend any dividend. 3. FIXED DEPOSITS: During the year under review, the Company has not invited or accepted any Fixed Deposits from the public. 4. DIRECTORS: During the year under review Mr. Sanjiv Joshi retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General meeting Mr. Sanjiv Joshi is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 years w.e.f 01/09/2015 to 31/08/2020. Mr. Mandar Palav and Mr. Lalji Yadav resigned from the Directorship of the Company with effect from 30/05/2015. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company. The Board of Directors appointed Mr. Ashish Pandare as an Independent Director of the Company, who holds office upto the conclusion of this Annual General Meeting. The Board recommends reappointment of Mr. Ashish Pandare as an Independent Director, not liable to retire by rotation, for 5 consecutive years i.e. up to the conclusion of Annual General Meeting to be held in the calendar year 2020. Pursuant to the provisions of Section 149 of the Companies Act, 2013, he can be reappointed as an Independent Director of the Company on passing a special resolution by the shareholders of the Company. The Board seeks your support in confirming his appointment. The Board of Directors appointed Mrs. Veda B Adhatrao as an Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director. The Board of Directors appointed Mrs. Amisha M Dani as an Additional Director at their meeting held on 14th August, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 5. INTERNAL AUDITORS: The Company has appointed Mr. Bhushan Adhatrao, Chartered Accountants, Mumbai, as an Internal Auditor of the Company pursuant to Section 138, of the Companies Act, 2013 for financial year 2015-16. 6. PARTICULARS OF EMPLOYEES: Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees. 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 8. NUMBER OF MEETINGS: The Board has met seven times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. 9. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 10. SUBSIDIARIES: Provision of Section 129 (3) of the Companies Act, 2013 is not applicable as the Company has no subsidiaries. 11. AUDITORS: Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s Mohandas & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as Auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. 12. AUDITOR'S REPORT: There are no adverse observations made by the Auditors in their Report. 13. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE: As on August, 2015 the composition of the Audit, Stakeholder Relationship and Nomination and Remuneration Committees consist of Mr. Ashish S. Pandare - Chairman, Mr. Sanjiv Joshi and Veda Adhatrao as members. A detailed note on the Board and its committees is given under the Corporate Governance Report section in this Annual Report. 14. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors confirm that: a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review. c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and, d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 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. 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. RELATED PARTY TRANSACTIONS: There are no materially significant related party transactions made by the Company. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure in Form AOC-2 and the same forms part of this report. AnnexureB 16. STATEMENTS OF PARTICULARS UNDER THE COMPANIES (ACCOUNT) RULES, 2014: Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Rule 8 of the Companies (Account) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company. 17. STOCK EXCHANGES: The Company's shares are listed on the Bombay Stock Exchange. The shares of the Company are traded on Bombay Stock Exchange (BSE) Limited. 18. FOREIGN EXCHANGE: During the year under review, there was no foreign exchange Earnings or outgo. 19. SECRETARIAL AUDIT REPORT: As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Sanam Umbargikar, Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board's Report. The Board has appointed Mr. Sanam Umbargikar, Company Secretary as Secretarial Auditor of the Company for the financial Year 2015-16. 20. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. Annexure C 21. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations. Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company. 22. CORPORATE GOVERNANCE: The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. 23. MANAGEMENT DISCUSSION & ANALYSIS REPORT: The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report. 24. WHISTLE BLOWER POLICY AND VIGIL MECHANISM: Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. 25. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company's Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. For and On Behalf Of the Board FOR ADI RASAYAN LIMITED Mr. Sanjiv Joshi Chairman DIN:05353964 DATE: 25.08.2015 PLACE: Ahmedabad |