DIRECTOR'S REPORT Dear Members, 1. Your Directors are pleased to present Annual Report and the Company's Audited Accounts for the financial year ended March 31, 2015. 2. OPERATIONS: The total income for the year under review was Rs. 55,11,169/- as compared to Rs. 1,55,38,515/- in the previous year. The Company has earned a profit of Rs. 5,44,309/- as compared to Rs. 32,42,242/- in the previous year. The Company has successfully completed the Initial Public Offering made by it, pursuant to which it has issued 5,49,600 Equity Shares of Rs. 10/- each at a price of Rs. 120/- per Share and its securities are now listed on the SME platform of the BSE Limited. Trading in the securities commenced with effect from 8th of August, 2014. M/s Joindre Capital Services Limited has been appointed as the Market Maker for the Shares of the Company on the Stock Exchange. 3. DIVIDEND: Your Directors have not recommended any dividend for the financial year 2014-15. 4. DEPOSITS: Details relating to Deposits: a. Accepted during the year: NIL b. Remained unpaid or unclaimed as at the end of the year - NIL c. Default in repayment of deposits or payment of interest thereon during the year - Not Applicable d. Deposits not in compliance with the provisions of the Companies Act, 2013 - NIL 5. DIRECTORS: Mrs. Bhumika Patel (DIN No. 06984921) retires by rotation at the forthcoming Annual General Meeting and has offered herself for re - appointment. Mr. Nikunj Chodavadiya (DIN No. 06984886), Mr. Ghanshyam Dobaria (DIN No. 06984816) and Mrs. Bhumikaben Patel (DIN No. 06984921) were appointed as Directors of the Company by the Members at their previous Annual General Meeting held on 29th September, 2014 and Mr. Rohit Thumar (DIN No. 06489378) was appointed as the Whole Time Director thereat. Thereafter, Mr. Rohit Thumar has resigned from the Directorship of the Company with effect from 5th February, 2015. MEETINGS OF THE BOARD: During the Financial Year 2014-15, eight Board Meetings were held on the following dates: 18th April, 2014, 2nd June, 2014 ,5th August, 2014, 31st August, 2014, 1st September, 2014, 10th October, 2014, 14th November, 2014 and 5th February, 2015. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. COMMITTEES OF THE BOARD: Board has constituted the following three Committees: 1. Audit Committee 2. Nomination & Remuneration Committee 3. Stakeholders Relationship Committee 1) Audit Committee: Audit Committee has been constituted to evaluate and oversee financial reporting processes, review the financial statements, quarterly, half yearly/annual financial results, adequacy of internal control systems, discussions with the Auditors on any significant findings, etc. *Mr. Rohit Thumar was the Chairman of the Committee upto 10 October, 2014. Thereafter, Mr. Kanubhai Bhanderi has been acting as the Chairman. Pursuantto resignation of Mr. Rohit Thumar from the Directorship of the Company, with effect from 5th February, 2015, Mr. Mahesh Jayantilal Savaliya was appointed as a Member of the Committee in his place. 2) Nomination & Remuneration Committee The Nomination and Remuneration Committee has been constituted to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company. The Remuneration Policy of the Company envisages as follows: 1. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. 2. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 3. Formulation of criteria for evaluation of Independent Directors and the Board; 4. Devising a policy on Board diversity; 5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. One Meeting of the Committee was held during the year on 1st September, 2014. 3) Stakeholders Relationship Committee (Formerly known as Shareholder's/ Investor's Grievance Committee) The Stakeholders Relationship Committee has been constituted specifically to look into the redressal of the grievances of the security holders of the Company. . Pursuant to resignation of Mr. Rohit Thumar from the Directorship of the Company, with effect from 5th February, 2015, Mr. Kanubhai Bhanderi was appointed as a Member of the Committee in his place. VIGIL MECHANISM The Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors. DETAILS OF REMUNERATION TO DIRECTORS The information relating to remuneration of Directors as required under Section 197(12) of the Act is attached herewith as Annexure A. 6. STATUTORY AUDITOR'S The present Statutory Auditors of the Company, M/s. S A R A & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the previous Annual General Meeting of the Company to hold office till the conclusion of the 15th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting. Your Directors have proposed ratification of their appointment at the forthcoming Annual General Meeting. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 7. SECRETARIAL AUDITORS: Ms. Avani S. Popat, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2014-15. The Secretarial Audit Report issued by her has been attached herewith as Annexure B. The Secretarial Auditor in his report has qualified that the Company has not appointed a Company Secretary in place of the outgoing Company Secretary. In this regard the Directors would like to state that the Company is on the look out of a suitable candidate for the post and would shortly appoint him/her. 8. EXTRACT OF ANNUAL RETURN The Extract of Annual Return in Form MGT - 9 in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013 is attached herewith as Annexure C. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Particulars of loans, guarantees given and investments made during the year are provided in the financial statements forming part of this Annual Report. 10. RELATED PARTY TRANSACTION Details of related party transaction in Form AOC - 2 as per the provisions of Section 134 (3) (h) of the Companies Act, 2013 are attached herewith as Annexure D. 11. INTERNAL FINANCIAL CONTROL: The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. 12. ENERGY CONVERSATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information required under section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 Companies (Accounts) Rules, 2014 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company. 13. RISK MANAGEMENT POLICY: Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk. 14. DIRECTOR'S RESPONSIBILITY STATEMENT: In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that: a. The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure. b. That 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 or loss of the Company for that period. c. That 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. That the Directors had prepared the annual accounts on a going concern basis. e. That the Directors had laid down internal financial control which are adequate and were operating effectively; f. That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively. 15. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY: The Company does not have any Subsidiary, Joint Venture or Associate Company. 16. CORPORATE GOVERNANCE: The Company voluntarily ensures compliance with the Corporate Governance norms as per the provisions of the Listing Agreement entered with the Stock Exchange. 17. ACKNOWLEDGEMENTS: The Board of Directors expresses their deep gratitude for the co - operation and support extended to your Company by its customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co - operation. By order of the Board Sd/- Dhirubhai Patel (Chairman) (DIN No. 02043847) Place: Ahmedabad Date: 28.08.2015 |