AFFLUENCE

BOARD’S REPORT

To,

The Members of

SAPNA INFRAVENTURE PRIVATE LIMITED (“Your Company”)

Your Directors are pleased to present the annual report of your Company together with the audited financial statement and the Auditors’ Report of your company for the financial year ended March 31, 2015.

 Financial Highlights:

The Financial performance of the Company during the F.Y. 2014-2015 is as under:

 (Amount in Rs.)

 Share Capital

A)    Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 – 2015. 

B)     Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 – 2015.

C)     Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 – 2015.

 Subsidiaries, Joint Ventures and Associate Companies

The Company is the wholly owned subsidiary of White Diamond Industries Limited.

The Company does not have any Subsidiary or Joint venture or associate Company.

 Extract of 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 1” and is attached to this Report.

 Meetings of the Board

The Board of Directors duly met 5 times during the year.

 Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”) –

1.       that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2.       that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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.       that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4.       that the annual financial statements have been prepared on a going concern basis;

5.       that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

 Details in respect of frauds reported by auditors

No fraud on or by the Company were noticed or reported by the auditors during the period under review.

 Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors in their reports

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

 Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

The Company has not made any loans, Guarantees or investments falling under the purview of Section 186, of the Companies Act, 2013.

 Particulars of Contracts or Arrangements made with related parties

During the year under review, the Company has not entered into related party transaction falling under the purview of section 188.

 Transfer to reserves

The Company has not transferred any amount to the general reserves.

 Dividend

During the year under review, the Company has not declared any Dividend.

 Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund.

 Material changes and commitment, if any affecting financial position of the Company occurred between end of the financial year to which this financial statements relate and the date of the report

There were no material changes and commitment affecting financial position of the Company between end of the financial year to which this financial statements relate and the date of the report

 Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo 

(A)  Conservation of Energy

                    i.            The Steps Taken Or Impact On Conservation Of Energy: The Company takes reasonable steps to conserve energy at its offices.

                 ii.            The Steps Taken By The Company For Utilizing Alternates Source Of Energy: NIL

               iii.            The Capital Investment on energy conservation equipments: NIL

(B)   Technology Absorption

                    i.            The efforts made towards technology absorption: NIL

                 ii.            The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

               iii.            In case of imported technology (imported during last three years reckoned from beginning of financial year)

(a)    Details of technology imported: Nil

(b)   Year of Import: Nil

(c)    Whether technology has been fully absorbed: Nil

(d)   If not fully absorbed, areas where absorption has not taken place and the reasons thereof: Nil

                iv.            The expenditure incurred on Research and Development: Nil

(C)  Foreign Exchange Earnings and Outgo.

The total Foreign Exchange income and outflow was Rs. NIL during the financial year under review.

 Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

 Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

 Internal control system and their adequacy

The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

 Directors

Appointments & Re-appointments

During the year under review Mr. Chandresh Jain (DIN: 03121939) was appointed as the Non – Executive Independent Director of the Company with effect from 29th September 2014 at the Annual General Meeting of the Shareholders.

Further Mr. Darshak Rupani (DIN: 03121939) is liable to retire by rotation at this Annual General Meeting of the Company and being eligible, he has offered himself for re-appointment. The Board of Directors recommend to the members to re-appoint him at this Annual General Meeting.

 Statutory Auditors

M/s N.K Jalan & Co.  Chartered Accountants (FRN. 104014W), the statutory auditors of the Company had been appointed as the Statutory Auditors of the Company for a period of 5 financial years to hold office until the annual general meeting of the Company to be held for financial year 2018-19 shall, subject to ratification of members at every Annual General Meeting. The Directors propose to ratify their appointment for the financial year 2015-16.

 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board’s functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback.

 Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

 Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is not applicable to the Company.

 Acknowledgements 

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo (A) Conservation of Energy i. The Steps Taken Or Impact On Conservation Of Energy: The Company takes reasonable steps to conserve energy at its offices. ii. The Steps Taken By The Company For Utilizing Alternates Source Of Energy: NIL iii. The Capital Investment on energy conservation equipments: NIL

i. The efforts made towards technology absorption: NIL ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL iii. In case of imported technology (imported during last three years reckoned from beginning of financial year) (a) Details of technology imported: Nil (b) Year of Import: Nil (c) Whether technology has been fully absorbed: Nil (d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: Nil iv. The expenditure incurred on Research and Development: Nil

The total Foreign Exchange income and outflow was Rs. NIL during the financial year under review.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”) – 1. that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the annual financial statements have been prepared on a going concern basis; 5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.