DIRECTORS’ REPORT 1. Your directors present their Seventh Annual Report and the audited Financial Statements of the Company for the year ended 31st March, 2015. 2. OPERATIONS During the year under review, Revenue from Operations of the Company was substantially lower at Rs 199.30 Lacs as against 404.56 Lacs in the previous year. Profit before Tax stood at Rs.83.55 Lacs as compared to Rs. 172.61 Lacs for the previous year while the net profit after Tax was lower at Rs. 60.59 Lacs. However, these figures are not exactly comparable, as in the previous year figures, Rs.203.17 Lacs revenue got transferred to your Company under a Court approved Scheme of Arrangement of your Company with Westlife Development Ltd. 3. DIRECTORS a) Ms Seema Arora was appointed as a director at the 6th AGM held on 30.9.2014. b) Mr G P Goyal, director retires by rotation at the ensuing Annual General Meeting but being eligible offers himself for re-appointment. c) Board Evaluation The Board has carried out an annual evaluation of its own performance, of the directors individually as well as of the independent directors. A performance evaluation of non independent directors was also carried out by the independent directors at a separate meeting. The directors expressed satisfaction with the evaluation process and the results. d) Declaration by Independent Directors Necessary declarations have been obtained from the independent directors under Section 149(7) of the Companies Act, 2013 (the Act) to the effect that the Declaring meets the criteria of independence laid down in Section 149 (6) of the Act. e) Meetings During the year seven board meetings were convened and held. 4. KEY MANAGERIAL PERSONNEL During the year, Mr Chandrakant Khaitan was appointed as Chief Financial Officer and Mr Govind Prasad Goyal as Manager of the Company w.e.f. 01.06.2014. Mr P F Fernandes, Company Secretary was appointed as Compliance Officer of the Company in place of Mr Om Prakash Adukia. 5. AUDITORS M/s Rajendra K Gupta & Associates, Chartered Accountants (Firm Registration No.108373W) were appointed as Statutory Auditors of the Company at the last Annual General Meeting for a period of five years subject to ratification by members at every subsequent Annual General Meeting. Ratification of their appointment is therefore being sought from members at the ensuing Annual General Meeting. 6. AUDITORS’ REPORT The Auditors’ Report does not contain any reservation, qualification or adverse remark. 7. SECRETARIAL AUDIT Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Shailesh Kachalia, a Company Secretary in practice (C.P. No.3888) to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2015. The Secretarial Audit Report is annexed hereto as ‘Annexure I’. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 8. LOANS, GUARANTEES OR INVESTMENTS Particulars of investments made are given in notes to the financial statements. The Company has not granted any loans nor has it provided any guarantees/security to other bodies corporate during the financial year. 9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered into by the Company during the financial year with related parties 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/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. 10. REDEMPTION OF PREFERENCE SHARES As reported last year, the Company redeemed its 4,60,000 fully paid redeemable preference shares at a total premium of Rs. 248.40 lacs. The paid up capital after the said redemption stands at Rs. 3,05,33,370. 11. LISTING OF EQUITY SHARES As reported last year Company’s equity shares have been listed on the Bombay Stock Exchange on 2.6.2014. 13. INTERNAL FINANCIAL CONTROL The Company has in place internal financial control systems, commensurate with its size and nature of operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. 14. RISK MANAGEMENT The Audit Committee has been delegated the responsibility of developing, implementing and monitoring a risk management plan and identifying, reviewing and mitigating all elements of risk which the Company may be exposed to. 15. NOMINATION AND REMUNERATION COMMITTEE A Nomination and Remuneration Committee was constituted and presently the members of the Committee are Mr V C Kothari, Mr Manekchand Panda and Mr O P Adukia. The Company’s policy on directors’ appointment and remuneration, etc. is attached as Annexure II and forms part of this report. 16. CORPORATE SOCIAL REPONSIBILITY None of the three criteria specified in section 135(1) of the Act relating to constitution of a CSR Committee is applicable to the Company and as such is not required to be complied with. 17. AUDIT COMMITTEE An Audit Committee has been constituted by the Board with Mr V C Kothari as Chairman and M/s Manekchand Panda and O P Adukia as members. The Company Secretary is Secretary of the Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has also put in place a vigil mechanism for directors and employees to report their concerns/grievances etc. to the Audit Committee which oversees the functioning of such mechanism. 18. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES The Company has no subsidiary, joint venture or associate. 19. PARTICULARS OF EMPLOYEES a. Prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – III and form part of this report. b. There are no employees covered by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 20. EXTRACT OF ANNUAL RETURN An extract of the Company’s Annual Return in form MGT-9 is annexed hereto as Annexure IV. 21. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to provisions of Section 134(3)( c) read with Section 134(5) of the Act, your Directors state that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; (b) The directors have selected 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 of the Company for that period ; ( c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; (d) The directors have prepared the annual accounts on a going concern basis; (e) The directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and (f) The directors have devised proper systems to ensure compliance with provisions of all applicable laws and such systems are adequate and operating effectively. 22. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions covered by these items during the year under review: 1. Details relating to Deposits covered under Chapter V of the Act; 2. Issue of equity shares with differential rights as to dividend, voting or otherwise; 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company’s going concern status and operations in the future. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS The Board sincerely thanks all stakeholders for their continued support. For and on behalf of the Board Om Prakash Adukia Director Govind Prasad Goyal Director Dated: 12th August, 2015 |