DIRECTORS REPORT DEAR SHAREHOLDERS Your directors have the pleasure in presenting their 30th annual report on the business and operation of the companies for the year ended 31st march 2015 together with audited accounts for the year 31-03-2015 Dividend The directors have decided not to recommend any dividend for the year so as to create sufficient reserves for future expansion of the company Reserves The company has not created any specific reserve for the year under review Operation During the year under review the company earned total income Rs 131.50lacs after accounting for expensed the company earned a not profit Rs. 19.56 lacs during the year review as against a profit of earlier year Rs.7.54.lacs your directors hope to do better and starts its operations in the current year Change in the nature of business if any The company has not change its nature of business for the year under review Directors a.mr tarun pratap bohra holds office up to the date of the ensuing annual general meeting and retires by rotation and being eligible offers himself for re appointment the board of directors recommends his appointment it has been proposed to makes the composition of the board in line with section 152 of the companies act 2013 on account of provision of section 152 (6) of the companies act 2013. b. the companies has received a noties in writing from a member proposing his candidature for the officer of directors be and is hereby appointed as whole time directors to mr.dilip trukchand bohra(having din no 00286811) of the company whose period of office shall not be subject to retirement by rotation. The aforesaid appointment will be for a period of 1 year with effect from the carte of the annual general meeting share capital the paid up equity capital as on march 31,2015 was Rs.2,00,00,000/- (Rupees two crore only ) the company has not issued shares with differential voting rights nor grants stock options nor sweat equity finance cash and cash equivalent as at march 31,2015 was Rs. 1.94 lacs . the company contines to focus on judicious management of it working capital receivables inventories and others working capital parameters were strict check through continuous monitoring fixed deposits your company has not accepted any deposits within the meaning of section 73 of the companies act 2013 and the companies rules 2014. Particulars of loans guarantees or investments The company has not given any loan guarantees or made any investments exceeding sixty per cent of its paid up share capital free reserves and securities premium account or one hundred per cent of free reserves and securities premium account whichever is more as prescribed in section 186 of the companies act 2013 Internal control systems and their adequacy The company has an internal control system commensurate with the size scale and complexity of its operation 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 report to the chairman of the audit committee of the board to the chairman managing directors The internal audit department monitors and evaluates the efficacy and adequacy of internal control system in the company its companies with operation systems accounting procedures and policies at all location of the company banded on the report of internal audit function process oswners undertake corrective action in their respective areas and ther by strengthen the controls significant audit observation and recommendation along with corrective act ons thereon are presented to the audit committee of the board Corporate social responsibility initiatives The company is not coming under the criteria as mentioned in section 135 of the companies act 2013 which specifiles the requirement of forming the corporate social responsibility committee Conservation of energy technology absorption and foreign exchanges earnings and outgo The detailed of conservation of energy technology absorption foreign exchange earing and outgo are as follows a.Conservation of energy not applicable i.the steps taken or impact on conservation of energy ii)the steps takes by the company for utilizing extenuate sources of energy iii) the capital investment on energy conservation equipments b) technology absorption not applicable ‘ i)the efforts made towards technology absorption ii)the benefits derived like product improvement cost reduction product development or import subsititution iii)in case of imported technology (imported during the last year reckoned from beginning of the financial year) a)the details of technology imported b)the year of import c)whether the technology been fully absorbed d)if not fully absorbed areas where absorption has not taken place and reasoned thereof ‘iv)the expenditure incurred on research and development c)foreign exchange earning and outgo during the period under review there was no foreign exchange earnings or out flow human resources and industrial relation during the year under review your company enjoyed cordial relationship with workers and employee at all levels directors responsibility statement in term of section 134 (5) of the companies act 2013 the would like to state that i)in the preparation of the annual account the applicable 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 provision of this act for safeguarding the assets of the company and for presenting and detecting fraud and other irregularties iv)the directors have prepared the annual accounts on a going concern basis v)the directors had devised proper system to ensure compliance with the provision of the all applicable laws that such system were adequate and operating effectively RELATED PARTY TRANSACTION All related party transaction that were entered into during the financial year were on arms length basis and were in the ordinary couse of the business there are no materially significant related party transaction made by the company with promoters key managerial personnel or other designated persons which may have potential conflict with interest of the company at large Subsidiary companies The company does not have any subsidiary Code of conduct The board of directors has approved a code of conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the company the code laid down by the board is know as code of business conduct which forms an append to the code the code has been posted on the company website www.gmimumbai.com. The code lays down the standard procedure of the business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders the code give guidance through examples on the expected behaviors from an employee in a given situation and the reporting structure All the board members and the senior management personnel have confirmed compliance with the code All management staff were given appropriate training in this regard OBLIGATION OF COMPANY UNDER THE SEXUAL HARADDMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSED ) ACT 2013 In order to prevent sexual harassment of woman at work palce a new act the sexual harassment of woman at workplace prevention prohibition and redressal ) act 2013 has been notified on 9th secember 2013 under the said act every company is required to set up internal complaints committee to look complaints relating to sexual harassment at work place of any woman employee company has adopted a policy for prevention of sexual harassment of women at worlplace and has set up committee for implementation of said policy. During the year company has not receives any companies of harassment. Vigil mechanism/whistle blower policy The company has a vigil mechanism nemed fraud and risk management policy to deal with indtance of fraud and mismanagement if any In staying true to our values of strength performance and passion and in line with our vision of being one of the most respected companies in India the company is committed to the high standards of corporate governance and stakeholder responsibility The company has a fraud risk and management policy to deal with instances of fraud and mismanagement if any The frm policy endures that strict confidentiality is maintained whilst deaking with concerns and also that no discrimination will be meted out to person for a genuinely raised concern A high level committee has been constituted which looks in to complaints raised the committee report to the audit committee and the board Prevention of insider trading The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employees of the company the code requires dre clearance for dealing in the companies shares and prohibited the purchase or sale of the company shares by the directors and the designated employee while in possession of unpublished price sensitive information in relation to the company and during the period whe the trading window is closed the board is responsible for implementation of the code All board directors and the designated employee have confirmed compliance with the code Auditors report/ secretarial audit report 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 As required under section 204 (1)of the companies act 2013 the company has obtained a secretarial audit report certain observation made in the report with to non filling of some forms mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period however the company would ensure in future that all the provisions are complied to the fullest extenf. Auditors The auditors m/s g p agrawal & co chartered accountants (firm registration no 30282e)Mumbai retire at the conclusion of the ensuring annual general meeting and being eligible offer themselves for re appointment Pursuant to provision of section 204 of the companies act 2013 and the companies ( appointment and remuneration of managerial personnel) rules 2014 the company has appointment ,m/s m.k saraswat &associates a firm of the company secretaries in practice to undertake the secretarial audit of the company the secretarial audit report is annexed herewith as annexure a Extract of annual return As required pursuant to section 92 (3) of the companies act 2013 and rule (12)1) of the companies ( management and administration)rules2014 an extract of annual return in mgt 9 as a part of this annual report . Business risk management Pursuant to section 134 3 n of the companies act 2013 &clause 49 of the listing agreement the companies has constituted a business eidk management committee the details of the committee and its terms of reference are set out in the corporate governance report forming part of the board report ] At present the company has not identified any element of risk which may threaten the existence of the company Significant and material orders passed by the regulators or courts or tribunals There are no significant material orders passed by the regulators or courts or tribunal which would impacts the going concern status of the company and its future operation Safety &health performance & initiatives As part of the companies safety excellence journey which aims to achieve ultimate goal of zero injuries to its employee and all stakeholders associated with the company operation company provides a safe and healthy workplace focusing on creating right safety culture across the organization Particulars of employee The information required pursuant to section 197 read with 5 of the companies ( appointment and remuneration of managerial rules 2014 in respect of employee of the company will be provided upon request in terms of section 136 of the act reports and account are being sent to the members and others entitled thereto excluding the information on employee particulars which is available for inspection by the members at the registered office of the company during business hours on working days of the company up to the date of ensuring annual general meeting if any member is interested in inspecting the same such member may write to the company secretary in advance Corporate governance and management discussion and analysis report The corporate governance and management discussion & analysis report which form an integral part of this report are set out as separate annexure together with the certificate from the auditors of the company government as stipulated in clause 49 of the listing agreement. Acknowledgement Your company and its directors wish to extend their sincerest thanks to the members of the company bankers state government local bodies customers suppliers executives staff and worlers at all levels for their continuous cooperation and assistance For and on behalf of the Board of directors Pratap singh bohra Chairman cum directors Place : Mumbai Date : 28th may 2015 |