BOARD'S REPORT Dear Members, Your Directors hereby present the 22nd Annual Report together with the audited statement of account for the year ended on 31st March, 2015. 2. Dividend Your Board does not recommend any dividend for the financial year 2014-15. 3. Reserves Your Board does not propose to carry to any reserves for the financial year 2014-15. 4. Brief description of the Company's working during the year/State of Company's affair Total turnover during the year 2014-15 increased by Rs.33.01 lac (1874.93 %) compare to previous year 2013-14 and there is loss of Rs.7.72 lac during the year 2014-15 against loss of Rs.4.51 lac in previous year 2013-14. 5. Change in the nature of business, if any The Company has commenced new business of managing theatres as mentioned in Clause III (C) 103 in Memorandum of Association during the financial year 2014-15. 6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The management of the Company has taken adequate steps for internal financial controls with reference to Financial statements. 9. Details of Subsidiary/Joint Ventures/Associate Companies Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 11. DEPOSITS Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable. 12. STATUTORY AUDITORS M/s. Amin Parikh & Co., Chartered Accountants, Auditors of the Company is eligible for re-appointment at the ensuing annual general meeting of the Company. The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their re-appointment, if made would be within the limits prescribed in the said section. 13. AUDITORS'REPORT The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. 14. SHARE CAPITAL During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity. 15. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT-9 forming part of the Board's report is attached herewith as (Annexure-E) 16. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A) 17. Corporate Social Responsibility (CSR) As your Company does not fall under the class of Companies specified under section 135 of the Companies Act, 2013 for spending any sum towards Corporate Social Responsibility as Net worth of the Company is below Indian Rupees 500 crore or Turnover is below Indian Rupees 1000 crore or a Net Profit is below Indian Rupees 5 crore during the preceding financial year ended on 31st March, 2014 and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2014-15. 18. Directors A) Changes in Directors and Key Managerial Personnel There is no appointment of Director or Key Managerial Personnel during the Financial Year. B) Declaration by an Independent Director(s) and re-appointment, if any A declaration by Mr. Kamal Bachubhai Pandya, Mr. Ramesh N. Chauhan and Mr. Narendra C. Patel Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given and the same have been displayed on Company's website. The Board of Directors declare that the Independent Directors Mr. Kamal Bachubhai Pandya, Mr. Ramesh N. Chauhan and Mr. Narendra C. Patel in the opinion of the Board are: a) persons of integrity and they possess relevant expertise and experience; b) not a promoter of the Company or its holding, subsidiary or associate company; c) not related to promoters or directors of the company, or its holding, subsidiary or associate company; d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year; e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or director of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year; f) neither they or any of their relatives - i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm; iii. holds together with their relatives two percent or more of the total voting power of the company or iv. not a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company; g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014. Details of director seeking re-appointment as per clause 49 of listing agreement with the Bombay stock exchange is attached herewith (Annexure- F) C) Formal Annual Evaluation The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. in evaluating the suitability of individual Board members, the Committee may take intoaccount factors, such as: i. General understanding of the Company's business; ii. Educational back ground and experience: iii. Personal and professional ethics, integrity and values; iv Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 19. Number of meetings of the Board of Directors During the year from 1st April, 2014 to 31st March, 2015 the Board of Directors met six times on the following dates: 20. Audit Committee Audit Committee comprising of the following Directors of the Board: Name of Director Status 1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director 2 Mr. Ramesh N. Chauhan Non-Executive Independent Director 3 Mr. Narendra C. Patel Non-Executive Independent Director There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year. 21. Details of establishment of vigil mechanism for directors and employees The Board has appointed the following persons as members of vigil committee: 1. Mr. Ramesh N. Chauhan 2. Mr. Narendra C. Patel The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company's website. 22. Nomination and Remuneration Committee Nomination and Remuneration Committee comprising of the following Directors of the Board: Name of Director Status 1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director 2 Mr. Ramesh N. Chauhan Non-Executive Independent Director 3 Mr. Narendra C. Patel Non-Executive Independent Director The policy formulated by nomination and remuneration committee: The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company. There was no meeting held during the year. 23. Particulars of loans, guarantees or investments under section 186 The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Company's policy for employees. 24. Particulars of contracts or arrangements with re Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C). 26. Secretarial Audit Report The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-D). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except: a) The Company has not appointed chief financial officer and company secretary as required under section 203 of the Companies Act, 2013. b) Form MGT-14, Form GNL-2, Form ADT-1, Form DIR-12, Form 23AC-ACA were filed after due date with additional fees. c) The Company has not provided to the members facility to exercise their right to vote at general meeting by electronic means as required under section 108 of the Companies Act,2013 read with rule 20 of the Companies (Management and Administration) Rules,2014. Explanation: a) The Company is financially not strong enough that can bear expenses of salary of chief financial officer and company secretary and therefore not appointed key managerial personnel. As soon as the Company's financial position improves, the company will appoint key managerial personnel. b) Form MGT-14, Form GNL-2, Form ADT-1, Form DIR-12, Form 23AC-ACA were filed after due with additional fees through oversight. 27. Corporate Governance Certificate The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with corporate governance report. 28. Risk management policy In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified the following risks: 29. Directors' Responsibility Statement Your 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; and 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. 30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has no woman employee except one woman Director and therefore the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable at present. By Order of the Board Bharat R. Gupta Managing Director DIN:00547897 Dated :30th May, 2015 Regd. Office: 401,402, Earth Complex, Opp. Vaccine Institute, Old Padra Road, Vadodara, Gujarat, 390015 |