REPORT OF BOARD OF DIRECTORS Dear Members, Your Directors are pleased to present the Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2015 REVIEW OF OPERATIONS AND FUTURE PROSPECTS Your Company is engaged in to the Business of development of property and trading of shares and commodities and other investment in to other financial instruments. During the year under review, your company shown commendable performance and generated the handsome revenue from operations. The total revenue of the Company has increased from INR. 23.52 Lacs in previous financial year to INR. 392.86 Lacs in the current financial year. The revenue of the Company has increased by 16 times. The Profit before tax has increased from INR. 2.89 Lacs in Financial Year 2014 to INR. 16.85 in current Financial Year. The Profit after tax of the Company has increased 6 folds from INR 2.28 in the previous financial year to INR. 13.81 in the current financial Year. BUSINESS SEGMENTS Your Company is engaged in to the Businesses listed as under: a) Construction Construction industry is on of the most significant and pivotal to Indian Economy. Its significance can be judged on the basis of following key factors: i. 2nd largest employer and contributor to economic activity, after agriculture sector. The construction sector accounts for second highest inflow of FDI after the services sector and employs more than 35 Million people ii. 50% of the demand for construction activity in India comes from the infrastructure sector, the rest comes from industrial activities, residential and commercial development etc. The Indian construction industry is valued at over USD 126 Billion. iii. Indian cities contribute significantly to India's GDP. As per a mid-term appraisal in 2012, the urban share of the GDP was 62% - 63% in 2009-10. This was further projected to increase to 70% - 75% in 2030. iv. As per industry estimates, the Indian real estate market is estimated to be approximately USD 78.5 Billion in 2013 and is expected to grow to approximately USD 140 Billion by 2017. Key Growth Driver of Indian Construction Industry i. Present levels of urban infrastructure are inadequate to meet the demands of the existing urban population. There is need for re-generation of urban areas in existing cities and the creation of new, inclusive smart cities to meet the demands of increasing population and migration from rural to urban areas. Future cities of India will require smart real estate and urban infrastructure. ii. The Government of India is in the process of launching a new urban development mission. This will help develop 500 cities, which include cities with a population of more than 100,000 and some cities of religious and tourist importance. These cities will be supported and encouraged to harness private capital and expertise through PPPs, to holster their infrastructure and services in the next 10 years. iii. To provide quality urban services on a sustainable basis in Indian cities, the need of the hour is that urban local bodies enter into partnership agreements with foreign players, either through joint ventures, private sector partners or through other models. b) Shares Trading Your Company is also engaged in the trading of Shares, commodities and other financial instruments. This segment is also very important in the view present situation of the Indian capital Market. Your Company has opened an account with the Ganesh Stockinvest Private Limited & Ganesh Commodities Private Limited for the purpose of trading of shares, commodities and other financial instruments like mutual funds etc. During the year under review the Company has earned INR. 367.50 Lacs from the property development business and Profit before tax is INR. 21.44 Lacs. The revenue earned from trading in shares and gold is INR 14.26 Lacs and loss before tax from this segment is INR. 3.73 Lacs. The rest of revenue to the tune of INR. 11.10 Lacs is from other various activities which cannot be segmented separately. SHARE CAPITAL The issued, subscribed and paid up capital of the Company is INR 140 Lacs (Rupees One Crore Forty Lacs) divided into 14 Lacs equity shares having face value of INR. 10 each. There has been no change in the share capital of the Company during the period under review. DIVIDEND As the performance of the Company has improved drastically during the period under review and Company has earned handsome profit after of INR. 13.81 but Directors of your Company are of the view that it is imperative on the part of the Company to conserve the profit for future expansion requirement on the anvil and therefore do not recommend any dividend for the current financial year. Your director assures you to present much stronger results in the coming years. CHANGE IN THE NAME OF THE COMPANY During the year under review the Company has changed its name from the GROVY EXPORTS AND MARKETING LIMITED to GROVY INDIA LIMITED after complying with all the provisions under Companies Act 2013 and by passing the special resolution in the Extraordinary General Meeting of the Company held on 28th April 2015. Further pursuant to name change there has been also alteration in the Memorandum of Association of the Company. STATUTORY AUDITORS The Members of the Company had at its Annual General Meeting held on 30th September 2014 approved the appointment of M/s. Wadhwa & Co., Chartered Accountants having registration No. 021821N as the Statutory Auditor of the Company, to hold the office from conclusions of Annual General Meeting till the conclusion of this Annual General Meeting (AGM). On the recommendation of audit committee the Board recommends the appointment of M/s Wadhwa & Co., Chartered Accountants as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable. AUDITORS' REPORT The Auditors' report on the financial statement for the financial year 2014-15 is self explanatory and does not warrant any explanation or comment from the Directors. SECRETARIAL AUDITOR The Board of Directors has appointed Mr. Yashlok Dubey, Company Secretary in Practice, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. SECRETARIAL AUDITORS' REPORT The Secretarial Audit Report is annexed herewith and marked as Annexure I to this Report. The Report of secretarial auditors is self explanatory and does not require any explanation and comment from the Board of Directors. INTERNAL AUDITORS The Company has appointed CA. Manoj Aggarwal Chartered Accountants as the Internal Auditor of the Company to conduct the audit on the Business Operations and Internal Control of the Company in terms of Section 138 of Companies Act 2013. DIRECTORS AND KEY MANGERIALL PERSONNELL Appointment and Resignation of Directors during the year During the financial year 2014-15, appointment of Mr. Nishit Jalan as the additional Director of the Company on 19th December 2014 was regularized in the Annual General Meeting of the Company for Financial Year ended 31.03.2014 held on 29.09.2014. Further Mr. Gagan, Mr. Parveen Kumar and Mr. Rajendar Prasad Rustagi were appointed as additional non- executive Independent director of your Company at the meeting of the Board of Directors held on 29th May, 2015 to hold the office for a term of five consecutive years from the date of appointment i.e. 29th May 2015. The Board of Directors at its meeting held on 29th May, 2015 has accepted the resignation of Mr. Raj Kumar Jalan as a Director of the Company. The Board expressed its deep appreciation for the valuable services rendered by him. In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. Prakash Chand Jalan, Director of the Company, retires by rotation and shown his willingness for Re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 Appointment and resignation of Key Managerial Personals Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Nishit Jalan as the Chief Executive, Mr. Ankur Jalan, Chief Financial Officer and Ms. Tapasya Mittal Jain, Company Secretary were formalized as the Key Managerial Personnel of the Company. Further Ms. Tapasya Mittal Jain resigned from the post of Company secretary 25.04.2015 and Board of Director has appointed Ms. Neha Parbhakar as the Company secretary in place of Ms. Tapasya Mittal Jain with effect from 01.06.2015. BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated. NOMINATION & REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report. RISK MANAGEMENT The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary. DIRECTOR'S RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that: a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, 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; 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; and 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. PARTICULARS OF EMPLOYEES During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable. PARTICULARS OF REMUNERATION The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15: No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable. ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15: No Director has drawn any remuneration from the Company during the financial year 2014-15. However Mr. Nishit Jalan and Mr. Ankur Jalan has been appointed as Chief Executive Officer and Chief Financial officer in the current financial year. Therefore increase in remuneration of each director Chief Executive Officer and Chief Financial Officer is not ascertainable. Further there has been no increase in remuneration of the Company Secretary. iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: 0.00% iv) the number of permanent employees on the rolls of company: 3 v) the explanation on the relationship between average increase in remuneration and company performance: During the financial year 2014-15, Company has paid Rs. 315000 as remuneration to the employees as compared to Rs. 195,000 in the previous financial year. The Company has profit of INR. 1381105.74 for the financial year 2014-15 as compared to Rs. 2,27,750.78 in the previous financial year. vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The Remuneration is being paid in the capacity of Key Managerial personnel only to Ms. Tapasya Mittal Jain, Company Secretary of the Company in the financial year 2014-15 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable compared to 2013-14. vii) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year: viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: (Mr. Nishit Jalan, Chief Executive Officer and Mr. Ankur Jalan, Chief Financial Officer of the Company appointed with effect from 18.06.2015), Further Tapasya Mittal Jain has resigned from the post of Company Secretary on 25.04.2015 and Board of Director appointed Ms. Neha Parbhakar as Company Secretary on 01.06.2015. ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: The Remuneration is being paid in Key Managerial personnel only to Ms. Tapasya Mittal Jain, Company Secretary of the Company in the financial year 2014-15 for part of the year only. x) the key parameters for any variable component of remuneration availed by the Directors: The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors. xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year: No Director has drawn any remuneration from the Company during the financial year 2014-15. Further Ms. Tapasya Mittal Jain, received remuneration of Rs. 50000 during her tenure in the Company. xii) affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company. LISTING ON THE STOCK EXCHANGE The Company's shares are listed with Delhi Stock Exchange Limited. The Securities Exchange Board of India has vide its order dated 19th November, 2014 derecognized the Delhi Stock Exchange Limited. The Board of Directors of the Company has applied for listing of the equity shares on the BSE Limited ('exchange') under the Direct Listing norms of the exchange vide Direct listing application dated 19.06.2015. The application is under process with the exchange. Your directors are hopeful that Equity Shares of the Company shall get listed on the BSE Limited very soon and shall be available for trading under the category as may be permitted by the exchange pursuant to the norms. DEMATERIALISATION OF EQUITY SHARES The Company has entered in to agreement with National Securities Depository Limited and Central Depository Services (India) Limited for the purpose of dematerialization of the Equity Shares of the Company. The International Security Identification Number of the Company is INE343C01012. The Percentage of Total shares of the Company in dematerialised form is 83.66 of total number of equity shares. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were related party transactions. All related party transactions are presented to the Audit Committee and the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link: www.qrovyindia.com The details of the transactions with related party are provided in the accompanying financial statements. CORPORATE GOVERNANCE REPORT Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Clause 49 of listing agreement and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Securities and Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy Cell/7/2014) dated 15th September 2014 has exempted certain Companies from mandatory Compliance of provision of clause 49 of listing agreement entered in to with the Stock Exchange where the Share of the Company are listed. In terms of said circular every Company which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying with the provisions of clause 49 of listing agreement. The Paid up capital of you company is Rs. 1.40 Crore and Net worth is Rs. 3.02 Crore therefore your Company is exempted from the complying with the provision of clause 49, however your director assure you that your company will continue to follow the good corporate governance practices. The separate section on corporate governance is being discontinued and director shall inform the stakeholders in the Board Report section. COMMITTEES OF THE BOARD The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: • Audit Committee • Nomination and Remuneration Committee • Stakeholder Relationship Committee DISCLOSURES: A) EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report. B) MEETINGS OF THE BOARD During the financial year ended March 31, 2015, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. C) COMPOSITION OF AUDIT COMMITTEE The Audit Committee as on date comprises of three members, Mr. Rajendra Prasad Rustogi, Mr. Gagan and Mr. Prakash Chand Jalan. It was formed in F.Y. 2015-2016 on May 29, 2015. Meeting of the Audit Committee was held on August 13, 2015. D) COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE The Remuneration & Nomination Committee as on date comprises of three members, Mr. Rajendra Prasad Rustogi, Mr. Gagan and Mr. Parveen Kumar. It was formed in F.Y. 2015-2016 on May 29, 2015. Meeting of the Remuneration & Nomination Committee was held on August 13, 2015 E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee as on date comprises of three members, Mr. Rajendra Prasad Rustogi, Mr. Prakash Chand Jalan and Mr. Nishit Jalan. It was formed in F.Y. 2015-2016 on May 29, 2015. Meeting of the Stakeholders Relationship Committee was held on August 24, 2015 F) VIGIL MACHANISM/WHISTLE BLOWER POLICY Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Company's website at the link: www.qrovyindia.com . G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has received no complaints on sexual harassment. H) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient is provided in the financial statements. I) GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. 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. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. SUBSIDIARY & ASSOCIATE COMPANY Your Company does not have any subsidiary Company or associate Company within the meaning of the Companies Act 2013. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO. Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below : A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION (i) the steps taken or impact on conservation of energy; Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. (ii) the steps taken by the company for utilising alternate sources of energy; The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, LED fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company. (iii) the capital investment on energy conservation equipments; Your company has nil capital investment on energy conservation equipments. (B) Technology absorption- (i) the efforts made towards technology absorption; N.A. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology has been imported by the Company during the last three years. (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 the reasons thereof; and (iv) the expenditure incurred on Research and Development. N.A. APPRECIATION Directors wish to place on record their deep thanks and gratitude to; a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support. b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage. c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year. By Order of the Board For Grovy India Limited Sd/- Prakash Chand Jalan Chairman DIN: 00475545 Place: New Delhi Dated: 02.09.2015 Reg. Office: 122, 1st Floor, Vinoba Puri, Lajpat Nagar II, New Delhi -110024 |