DIRECTORS’ REPORT To, The Members, Khemani Distributors & Marketing (P) Ltd 1. Your Directors take pleasure in presenting their 4th Annual Report of the Company along with the Audited Financial Statements, for the period ended March 31, 2015. 2. FINANCIAL OPERATIONS & CHANGE of BUSINESS: During the year under review, the company gross income was Rs. 68,82,06,826/- as compare to previous year of Rs.51,40,66,613/-. The Company has earned profit of Rs. 7,34,33,052/- after tax compared to profit of Rs. 3,92,859/- after tax in the previous year. There was no change of business of the Company. 3. DIVIDEND AND TRANSFER TO RESERVES: Your Directors do not recommend any dividend for the year ended 31.03.15. 4. DEPOSITS: During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. 5. PARTICULARS OF EMPLOYEES: During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL: No directors were appointed/resigned during the year. 7. SUBSIDIARIES: The Company does not have any subsidiary Company. 8. DIRECTOR’S RESPONSIBILITY STATEMENT: As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors’ confirm that: i. In the preparation of the Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors have 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 on 31st March, 2015 and of the Profit or Loss of the Company for that period. iii. The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the Annual accounts on a going concern basis. v. The Director have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable. 10. NUMBER OF BOARD MEETINGS: During the financial year, the Board of Directors had met seven times i.e. 30.06.14, 06.09.14, 12.11.14, 06.01.15, 14.01.15, 16.03.15 & 28.03.15. All the directors were present in all meeting. 11. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the period under review, there were no Foreign Exchange Earnings and Outgo. 12. AUDITORS:- Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s C.P.Jaria & Co., Chartered Accountants, (registration number: 104058WW) retires and are eligible for appointment, subject to approval by shareholders at annual general meeting. The members are requested to approve the appointment of M/s C.P.Jaria & Co., Chartered Accountants, (registration number: 104058WW) as statutory auditors of the Company and to fix their remuneration for the year 2015-16. 13. AUDITORS REPORT: There are no qualifications or adverse remarks in the Auditor’s Report which require clarification/explanation. The notes on financial statements are self-explanatory, and needs no further explanation. 14. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT – 9 pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules 2014 are as per Annexure to this Report. 15. PARTICULARS OF LOAN, GURANTEES OR INVESTMENT: During the year, the Company has not given any loans, given any guarantee or provided security as per Section 186 of the Companies Act, 2013. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: In regard of Loan, Guarantee and Investments details are provided in financial statements. 17. INTERNAL FINANCIAL CONTROL: The Company has in place adequate internal financial control with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operations were observed. 18. RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Board of Directors of the Company. 19. GENERAL Your Director states that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (inc sweat equity shares) to employees of the company under any scheme. 4. 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. 5. No significant or material changes & commitments affecting financial position of the Company, occurring after Balance sheet date. 20. ACKNOWLEDGEMENTS: Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended March 31, 2015. BY AND BEHALF OF THE BOARD Sd/- Director-Amit Khemani DIN: 02227413 Sd/- Director-Vijay Khemani DIN: 02227389 PLACE: SURAT DATE: 03/09/15 |