DIRECTORS' REPORT Dear Members, I Your Directors have pleasure in presenting the 24th Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2015. II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS Your company has recorded revenue of Rs 56.85 lacs in financial year 2014-15 as compared to Rs 111.44 lacs in financial year 2013-14, an overall decline of 49%.Profit before tax has decreased to Rs 0.43 lacs from Rs 8.93 lacs recorded in the last financial year. Profit after tax also turned to a loss of Rs 247.40 lacs from the last year's profit after tax of Rs 4.39 lacs. Since there is no profit, the Directors do not recommend any amount to carry to any reserve. The nature of the business remains the same throughout the reported financial year. III- FUTURE OUTLOOK The Management of the company has been working very dedicatedly to monetize the funds wedged in the J.V Projects and under litigations, also working on the effective utilization of realized funds to enhance the shareholders wealth. IV- DIVIDEND In view of accumulated losses, the Directors do not recommend any dividend during the year. V- PUBLIC DEPOSITS The Company has not invited or accepted any deposits from the public. VI- DIRECTORS APPOINTED AND RESIGNED/RETIRED Mr. Sapan Mohan Garg In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 96 of the Articles of Association of the Company, Mr. Sapan Mohan Garg (DIN: 00061098) Director of the company, retire by rotation at the ensuing Annual General Meeting of the Company, being eligible, offer himself for reappointment. Mrs. Kirti Gupta As per the amended listing agreement and as per section 149 of the Companies Act, 2013 every listed company should have a woman director on its board therefore, the Board of Directors at their meeting held on 28.01.2015 co-opted Mrs. Kirti Gupta (DIN: 02887259) in the Board as Additional Director (Independent) as per section 161 of the Company Act, 2013 her tenure of office expires at the ensuing Annual General Meeting, being eligible, offer herself for reappointment. Brief resume of the Directors seeking reappointment, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships /chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance, forming part of the Annual Report. VII- MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. VIII- CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Certificate from a Practicing Chartered Accountant, certifying Company's compliance with the requirements of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to the Corporate Governance Report. IX- AUDITORS Srivastava Kumar & Co., Chartered Accountants, (Firm Registration No. 011204N), Statutory Auditors of the Company was reappointed in the last AGM for next three years. As per section 139 of the Companies Act, 2013, the same needs to be ratified by the members of the company. The Board recommends the members to ratify the balance term of appointment of statutory auditors for the period of 2 years in the forthcoming Annual General Meeting. X- COMMENTS/EXPLANATION ON AUDITORS' REPORT I- The Statutory Auditor report The report submitted by the Statutory Auditors is included in this annual report and since there are no adverse comments of the auditors in their report. Therefore, no comment/explanation needs to be given herein. II- The Secretarial Audit report: The report submitted by the Secretarial Auditor is included in this annual report as Annexure: 1 and explanation to their qualifications are as under: 1) To comply with the requirements of section 203 of the Companies Act, 2013, the Board of Directors in their meeting held on 28th May, 2015 has appointed Mr. Sumeer Narain Mathur as the CFO of the Company. Now, w.e.f 28th May, 2015, he shall hold the post of Chief Financial Officer (CFO) in addition to the post of Company Secretary. 2) The company has collected deposits of Rupees One lac in case of regularization of Mrs. Kirti Gupta & re-appointment of Mr. Piyush Prakash from the member who proposes their candidature in the ensuing Annual General Meeting XI- PARTICUALARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186. The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of the Companies Act, 2013. XII- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There were no such material changes and commitments occurred between the date of board report and the 31st March, 2015. XIII- INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013 A) CONSERVATION OF ENERGY In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under. B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC In absence of any manufacturing activities, no details have been given as required under Section 134 of the Companies Act, 2013 and the rules framed there under. C) FOREIGN EXCHANGE EARNING AND OUTGO There was no foreign exchange earnings and outgo during the year. XIV- DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed: 1. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 2. That 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 loss of the company for that period. 3. That 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; 4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis. 5. That 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. 6. That 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. XV- INDEPENDENCE OF INDEPENDENT DIRECTORS That in pursuance of section 149 (7) of the Companies Act,2013 all the Independent Directors have given the declaration of their independence complying with the criteria as prescribed in section 149(6) and has been taken on record. XVI- POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT The company has already having a Nomination and Remuneration committee to take care of the appointment of Directors, KMP & other employees and determining their qualifications, attributes ,independence etc. XVII- DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY The board has laid down a committee of risk management comprising three independent directors to lead the same and to manage the risk involved in the business of the company. XVIII- DEVELOPMENT AND IMPLEMENTATION OF A POLICY ON CORPORATE SOCIAL RESPONSIBILITY. The directors are of the view that since at present the company doesn't fall in the category of the specified companies abide by the CSR regulations therefore whenever company triggers that limit, the board shall take care of the effective implementation of the CSR provisions. XIX- DETAILS OF TRAINING IMPARTED TO INDEPENDENT DIRECTORS The Board has arranged on each board meeting for their Independent Directors a session of Training after the routine affairs. The broad object of such training sessions it to conversant the independent directors with the Industry, Company, their role, rights & responsibilities as a member of the board. During the year under review two such sessions were organized which were attended by all the independent directors most of the time and were highly appreciated. XX- DETAILS OF VIGIL MECHANISM The company has laid down its vigil mechanism called "Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy. This mechanism also has provision for direct access to the chairperson of the Audit Committee Mr. Vishnu Gopal Rajgarhia in appropriate or exceptional cases. XXI- EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Nomination & Remuneration Committee at its Meeting held on 28th January,2015 and the Board of Directors at its Meeting held on 28th January, 2015 respectively, had laid down criteria for performance of evaluation of Directors, Chairperson, MD & CEO , Board Level Committees and Board as a whole and also the evaluation process for the same. The Statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board Level Committees are given in detail in the report on Corporate Governance which forms part of this Annual Report. The performances of Non Executive Directors, Chairperson, MD & the Board as a whole were evaluated at the meeting of Independent Directors meeting held on 31st March,2015 and the performance of the independent directors were evaluated on the board meeting held on 28th May,2015. XXII- INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 4 & 5 OF THE COMPANIES APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL RULES 2014 A detailed disclosure of the information as required is attached herewith in the board report as Annexure: 2. XXII- ABSTRACT OF THE ANNUAL RETURN Extract of the Annual Return in form MGT-9, as stipulated under section 134 of the Companies Act, 2013, is annexed at the end of the Board Report as Annexure: 3. XXIII-DETAILS OF SUBSIDIARIES, JV OR ASSOCIATES ENTERED/CEASED DURING THE YEAR During the year no Joint Venture Agreement, Subsidiary or associate joined /ceased with the company. XXIV- ACKNOWLEDGEMENTS Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company at various levels, to the growth & success of the Company. For and on behalf of the Board of Directors Managing Director: Dalip Singh Dasila Din: 03613295 Address: 58-B, Block, Khanpur Extn, M.B Road Near Khanpur, New Delhi-62 Director: Vishnu Gopal Rajgarhia Din: 00480125 Address: C-740, New Friends Colony, New Delhi-110065 New Delhi Date: 28th May, 2015 |