DIRECTORS REPORT To, The Members 1. Your Directors are please to present you the 21st Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2015 2. REVIEW OF OPERATION: The Company has made a profit of Rs. 1,99,896/- during the Financial Year 2014-15 as against the profit of Rs. 1,57,526/- made during the Financial Year 2013-14. 3. DIVIDEND: Your Directors do not recommend any dividend for the year ended on 31st March 2015 with a view to conserve the resources for future. 4. FIXED DEPOSITS: During the year under review, the Company has not invited or accepted any Fixed Deposits from the public. 5. DIRECTORS: During the year under review Mr. Ravindra T Mishra retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General meeting. Mr. Ravindra T Mishrais being designated as Managing Director of the Company upon the approval of the m embers of the Company at the ensuing Annual General Meeting for a term of 5 years w.e.f 01/09/2015 to 31/08/2020. The Board of Directors appointed Ms. Zeal Mahesh Bilakhia as Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director. Al l Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 6.DIRECTOR RESPONSIBILITY STATEMENT: In term of provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that: a) that in t he preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) that the Directors has selected such accounting policies and applied them consistently and mad e judgments and estimates that were 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 the year review. c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and, d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 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. f) The Director s had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. INTERNAL AUDITORS: The company has appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16. 8. PARTICULARS OF EMPLOYEES: Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 as amended up to date is not applicable since your Company h as no such employees. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 10. NUMBER OF MEETINGS : The Board has met six times during the financial year, t he details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2 013. 11. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 4 9 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 12. SUBSIDIARIES: Provision of Section 129 (3) of the Companies Act, 2013 is not applicable as the Company has no subsidiaries. 13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report. 14. AUDITORS AND AUDITORS REPORT: Koshal & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the last Annual General Meeting to hold office till the conclusion of this Annual General Meeting. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 141 of the Companies Act, 1956. Pursuant to the provisions of Sect ion 139 and Rules framed thereunder, M/s.Koshal & Associates. Chartered Accountants, has been appointed a s statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual Genera l Meeting to be held in t he year 20 19, subject to ratification of their appointment by the shareholders a t every AGM. Your Directors recommend their re-appointment and to fix their remuneration. The observations ma de by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended March 31, 201 5 are self-explanatory and therefore do not call for any further comments, as it does not contain any qualification in the same . 15. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NO MINATION & REMUNERATION COMMITTEE: Audit and Stakeholder Relationship Committees consist of Mr. Mahesh J Raut - Chairman, Mr. Paresh Pathak and Mr. Ravindra T Mishra as members. A detailed note on t he Boa rd and its committees is give n under the Corporate Governance Report sect ion in this Annual Report. 16. RELATED PARTY TRANSACTION S: All related party transactions that were entered into during the financial year were on arm's length basis and were in t he ordinary course of the business. There are no materially significant related party transactions ma de by t he Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 a re given as Annexure in Form AOC-2 and the same forms part of this report. 17. STATEMENTS OF PARTICULARS UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 Information in accordance with the provisions of Section 134 (3)(m ) of the Act read with Rule 8(3) of the Companies(Accounts) Rules,2014, regarding Conservation of Energy, Technology Absorption an d Foreign Exchange Earnings and Outgo is not applicable in case of your Company. 18. SECRETARIAL AUDIT REPORT: As required under section 204 ( 1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mandar Palav & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure- C to the Board's Report. 19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS: Management of the company is making all efforts to put adequate systems and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. 20. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B to the Board Report. 21. CORPORATE GOVERNANCE: A Report on Corporate Governance along with a certificate from Mr. Koshal Maheshwari, Chartered Accountant in Practice, regarding compliance of t he requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto. 22. PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: The Company has not made any Loans or given any guarantees covered under the provisions of section 186 of the Companies Act,2013. The details of the Investments made by Company are given in the Schedule to the Balance Sheet. 23. WHISTLE BLOWER POLICY AND VIGIL MECHANISM: Your Company recognizes the value of transparency and accountability in its administrative and management practices . The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct . 24. ACKNOWLEDGEMENT: Your Directors are pleased to place on t he record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. For and on behalf of the Board Welplace Portfolio & Financial Consultancy Services Limited Sd/- Mr. Ravindra T. Mishra Chairman DIN : 00051204 Date: 26.08.2015 Place: Mumbai |