BOARD’S REPORT The Members, Your Directors have pleasure in submitting Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. STATE OF AFFAIRS OF COMPANY During the year under review the Company has earned a net profit before tax of Rs. 4.51 lacs as against Rs. 2.86 Lac in the previous financial year 2013-14 respectively. Reserves and Surplus of the Company stands at Rs. 2, 78,783/- as on 31st March, 2015. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. Securities of your Company has been listed with Delhi Stock Exchange Limited since 1997 during the year under review, SEBI has de-recognized DSE vide circular dated 19th November, 2014 hence, DSE is no longer a recognized stock exchange where its securities cannot be traded. The Company is under process of applying for listing of its securities at Bombay Stock Exchange Limited to provide a trading platform for members of the Company. DIVIDEND Your directors do not recommend payment of dividend for the financial year 2014-15. SHARE CAPITAL Authorized Capital: As on 31st March, 2015 the Authorized Share Capital of the Company stands at Rs.3, 50, 00,000/- (Three Crores and Fifty Lac) divided into 35, 00,000 (Thirty Five Lac) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 30, 60,000 (Thirty lacs Sixty Thousand) Equity Shares of Rs.10/- each aggregating to Rs. 3, 06, 00,000/-(Rupees Three Crores Six Lacs only). Mr. Karan Kapoor who was appointed as Additional Director of the Company on 18.04.2015 and has been designated as Key Managerial Personnel by appointment as Managing Director of the Company subject to the approval of members at the ensuing Annual General Meeting. STATUTORY AUDITORS M/s ARSK & Associates, Chartered Accountants (Firm Registration No. 315082E), New Delhi shall retire at the ensuing general meeting of the Company and being eligible has offered themselves for re-appointment. Their appointment is proposed for 2 (Two) years from the conclusion of ensuing Annual General Meeting to the conclusion of 27th Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their appointment if confirmed, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The report of the Auditors together with notes to accounts are forming part of the Balance Sheet and the Cash Flow Statement as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date which are self explanatory and do not call for any further explanation from the Directors. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. INTERNAL CONTROL SYSTEMS The Board is of the opinion that adequate internal controls exists in the Company commensurate with the size and operations of the Company. The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Company’s business and Financial Statements. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control Systems are implemented to safeguard the Company’s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakage, to provide adequate financial and accounting controls and implement accounting standards. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The Company has taken loan of Rs. 46,30,000/- From M/s Athena Multitrade Private Limited (erstwhile Goodlife Impex Private Limited) in terms of Section 186 of the Companies Act, 2013. There are no other Loans, Guarantees, Security etc. availed by the Company from any other Body Corporate. The Company is also not availing any facilities from Banks/Financial Institutions. Other unsecured loans represents loans from Directors are taken by the Company from its Directors from time to time. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The Company has not entered into any material related party transactions in terms of Section 188 of Companies Act, 2013, Hence, disclosures under this head are not applicable to the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, adoption and innovations do not apply to our Company being a NBFC. The Company does not have any foreign exchange earnings and outgo during the year under review. DIRECTORS’ RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: 1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. 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; 3. 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; 4. the directors had prepared the annual accounts on a going concern basis; and 5. 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. ACKNOWLEDGEMENTS Your directors place on the record their sincere appreciation for the valuable assistance and continued support received from our esteemed customers, government authorities, financial institutions, banks and shareholders of the Company. We further express our gratitude to all our employees for their committed services to the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (Karan Kapoor) Managing Director DIN: 07161520 (Pankaj Kumar Gupta) Director DIN: 07003962 Place: New Delhi Date: 14.08.2015 |