DIRECTORS' REPORT The Directors have pleasure in presenting the Annual Report of the Company together with the financial statements, for the year ended March 31,2015. Company Performance During the year under review, due to the bullish trend in the capital market the net profit of the company increased to Rs. 42.50 Lacs (previous year Rs. 35.08 Lacs) Dividend Keeping in view the future expansion plans and capital requirements of the company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any dividend for the year. Fixed Deposits Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Director's Responsibility Statement In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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 under review. iii) The directors have 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. iv) The directors have prepared the annual accounts on a going concern basis. v) 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. vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DIRECTORS: Mr. Srigopal Inani, Director retires by rotation and, being eligible, offers himself for re appointment. The Directors recommend Mr. Srigopal Inani for re-appointment. The Board recommends the appointment of Mr. Anand Rameshchandra Chandak, Mr. Dhanraj Soni and Mrs. Rama Kabra as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for4 (Four) consecutive years i.e. for a term up to the conclusion of Annual General Meeting of the company in the calendar year 2018. 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. 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, Nature ofbusiness There has been no change in the nature of business of the Company. Auditors M/s. G D Upadhyay & Co, were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 30th September 2014, for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Auditors' Report The auditors' report does not contain any qualifications, reservations or adverse remarks. Secretarial Audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Ajay Kishen, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as 'Annexure V Secretarial Audit Report The Secretarial audit report does not contain any qualifications, reservations or adverse remarks. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption are not given as the same are not applicable to the Company. Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow. Extract of Annual Return The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as 'Annexure 2' and forms part of this Report. Number of Meetings of the Board During the Financial Year 2014-15, 5 number of Board meetings were held. For details thereof kindly refer to the section 'Board of Directors- Number of Board Meetings', in the Corporate Governance Report. Particulars of Loans, Guarantees or Investments underSection 186 of the Companies Act,2013 The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions. Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company's operations in future The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future. Subsidiary Companies The Company does not have any subsidiary. Internal Control Systems and Their Adequacy The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Industrial Relations During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. Business Risk Management Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. At present the company has not identified any element of risk which may threaten the existence of the company. Corporate Governance and Management Discussion & Analysis Reports The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2015 and July 31,2015 (date of the Report) There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31,2015) and the date of the Report (July 31,2015). Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. Listing Arrangement The Equity shares of the Company are listed on Bombay Stock Exchange Ltd., (B S E). The listing fees, for the year 2015-16 has been paid to the Exchange. Particulars of Employees, related disclosures and Human Resources: The provisions of Section 197 (12) read with the relevant rules are not applicable to the Company during the year under review. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. Corporate Social Responsibility The provisions relating to Corporate Social Responsibility are not applicable to our company. Acknowledgements Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory bodies, stack holders and other business associates who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all employees at all levels of the company. We look forward to their continued support in the future. By order of the Board. Sd/- SHRIGOPAL INANI Chairman Place : Hyderabad Date : 31.07.2015 REGISTERED OFFICE G-15, Raghava Ratna Towers, 5-8-352/14 & 15, Chirag Ali Lane, Hyderabad - 500 001 CIN:L67120AP1994PLC017583 |