DIRECTOR'S REPORT To, The Members Your Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015. II. FINANCIAL PERFORMANCE: During the year under review your company at Standalone level, reported Gross Revenue from operations which is stood at Rs.18.93 lakhs compared with Rs.29.49 lakhs in the Previous Year. The Operating Profit before tax stood at Rs.4.80 lakhs as against Rs.19.26 lakhs in the Previous Year. The Net Profit for the year stood at Rs.11.32 lakhs against Rs.5.79 lakhs reported in the Previous Year. The Consolidated Gross Revenue from operations for FY 2015 was placed at Rs. 19.44 Lakhs (Previous Year: Rs. 29.49 Lakhs), registering a decline of 52 %. The Consolidated Operating Profit stood at Rs. 5.11 Lakhs Previous Year Rs. 19.26 Lakhs). The Consolidated Profit after tax stood at Rs. 11.54 lakhs (Previous Rs 5.79 lakhs). III. TRANSFER TO RESERVES: During the year under review, the Company do not proposes to transfer NIL amount to reserves. DIVIDEND: In order to conserve the resources of the company, the Directors do not recommend any dividend for the Financial Year 2014-15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Since your Company and their subsidiary does not own any manufacturing facility, the requirement pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The Foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors confirm 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 end of the profit 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. CHANGE IN REGISTERED OFFICE: During the year under review, the company's registered office was shifted From BlockNo.19, Yashwantrao Chauvhan Sankul, Near Nagarpalika Hospital, Lonavala, Dist.Pune- 410401 To 403, Kane Plaza, Mind Space, Off Link Road, Malad (West), Mumbai-400064 w.e.f. 10th May, 2015 for better administrative and economic control which will reduce overheads and enable the company to rationalize and streamline its operational efficiency. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as ANNEXURE-I to this Report. NUMBER OF MEETINGS OF THE BOARD: The Board of Directors has met seven times during the financial year 2014-15. Detailed information is given in the Corporate Governance Report. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS: The Independent directors have submitted the Declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6). NOMINATION AND REMUNERATION COMMITTEE: The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees has been attached as ANNEXURE-II to this report. SECRETARIAL AUDIT REPORT: The Board has appointed Ms. Monika Thanvi, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended 31st March, 2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as ANNEXTURE-III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. AUDITORS M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No.112617W hold the office from the conclusion of 22nd Annual General Meeting until the conclusion of the 25th Annual General Meeting and pursuant to Section 139 of the Companies Act, 2013; the Company hereby places the matter relating to such appointment for ratification by members at this annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF COMPANIES ACT, 2013: There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2014-15, pursuant to section 177 if the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval. The policy on RPTs as approved by Board is uploaded on the Company's website www.hazoormultiproject.com RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. CORPORATE SOCIAL RESPONSIBILITY: The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. ANNUAL EVALUATION OF PERFORMANCE OF BOARD: The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors. DIRECTORS: During the year under review, following changes took place in the composition of the Board of Directors of the Company: Appointment/ Re-appointment/ Change in Designation of Director Appointment During the year under review, the Board appointed Mr. Ashish Kankani as Additonal Director with effect from 9th August, 2015. Further Board after approval of Shareholder in Annual General Meeting confirmed Mr. Ashish Kankani as Independent director to the Board. Re-appointment Mr. Vineet Garg, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Change in Designation of Director Mrs. Chanda V. Garg was co-opted as Additional Director on Board w.e.f. 31st March, 2015 and her term expires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her appointment as a Director of the Company liable to retire by rotation. KEY MANAGERIAL PERSONNEL: Appointment/Resignation During the year under review, Mr. Vineet Garg was appointed as a Chief Financial Officer(CFO) of the Company with effect from 31st March, 2015. During the year under review, Mr. V.I. Garg was appointed as Managing Director with effect from 31st March, 2015 for a period of 5 years w.e.f 1st April, 2015 subject to approval of shareholder in the forthcoming AGM. During the year under review Ms. Raina Shah has resigned from the post of Company Secretary & Compliance Officer w.e.f. 30th September, 2014.Her contribution to the organization and its success will always be appreciated. Consequent to resignation of Ms. Raina Shah as Compliance Officer, Mr. Shrikant Bahera has been appointed as Compliance Officer of the Company with immediate effect from 30th September, 2014.Furhter Mr. Shrikant Bahera tendered his Resignation on 31st March, 2015 and his place Mr. Pradeep Vyas has been appointed as Company Secretary cum Compliance Officer. Note: - 1. Mr. Pradeep Vyas was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st April, 2015 and resigned w.e.f. 27thMay, 2015. 2. Mr. Ravi Shelke was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1st June, 2015. The Company has only one subsidiary Aambey Valley Mountains Private Limited (Formerly Known as Hazoor Aambey Valley Developers Pvt. Ltd.) was mainly engaged in the business of Real Estate. During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies. The Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is attached as ANNEXURE-V to this Report. * Aambey Valley Mountains Private Limited ceased to be Subsidiary of the Company w.e.f 30th June, 2015. DEPOSITS: The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: There are no orders passed by the regulator or courts or tribunals against the Company impacting status as going concern on its operations. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS: The details pertaining to adequacy of internal financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014 are included in Management Discussion & Analysis, which forms part of this report. AUDIT COMMITTEE: The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act, 2013and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 consist of Three Directors. Out of which two directors are Independent Directors and constitutes majority. POLICIES OF THE COMPANY: Your Company has posted the following documents on its website www.hazoormultiproject.com 1. Code of Conduct and Ethics 2. Whistle Blower Policy (Vigil Mechanism) 3. Related Party Transaction Policy 4. Familiarisation Programme for the benefit of the Independent Directors 5. Nomination and Remuneration Policy RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION: (i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under: ii) The median remuneration of employees of the Company during the financial year was Rs. 0.87 lakh. iii) In the financial year, there was an decrease of 34% in the median remuneration of employees; iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015; v) Relationship between average decrease in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2015 decreased by 41% whereas the decrease in median remuneration was 34%. The average decrease in median remuneration was in line with the performance of the Company. vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel increased by 84% from Rs. 0.29 Lakhs in 2013-14 to Rs. 1.84 Lakhs in 2014-15 whereas the Profit before Tax decreased by 41% to 0.84 Lakhs in 2014-15 (Rs. 1.42 Lakhs in 2013-14). vii) a) Variations in the market capitalisation of the Company : The market capitalisation as on March 31, 2015 was Rs. 3.45 Crore (Rs. 1.12 Crore as on March 31, 2014) b) Price Earnings ratio of the Company was 34 as at March 31, 2015 and was 44 as at March 31, 2014 c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The Company has not come out with an IPO, it was listed pursuant to the Scheme of Arrangement through the Hon'ble High Court for the State of Maharashtra Judicature at Bombay, its order dated 28/03/2002 under section 391 and 394of Companies Act, 1956. viii) Average percentage decrease made in the salaries of employees other than the managerial personnel in the last 3 Financial year i.e. 2014-15 was 39.83 % whereas No increase or decrease in the managerial remuneration for the same 3 financial year. ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and xi) It is hereby confirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ADEQUACY OF INTERNAL FINANCIAL CONTROLS Internal financial controls with reference to the financial statements were adequate and operating effectively PRESENTATION OF FINANCIAL RESULTS The financial results of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013. CONSOLIDATED FIANANCIAL STATEMENT The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI. CORPORATE GOVERNANCE: Pursuant to clause 49 of the Listing Agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this Annual Report, alongwith Statutory Auditor's certificate on its compliance. ACKNOWLEDGEMENT: The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS MR. V. I. GARG MANAGING DIRECTOR (DIN NO. 00409946) MR.PARESH SAMPAT NON EXECUTIVE CHAIRMAN (DIN NO. 00410185) DATE: 03rd August, 2015 PLACE: Mumbai |