DIRECTORS' REPORT Dear Shareholders, 1. Your Directors are presenting the 31st Annual Report of your Company and the Audited Financial Statements for the period ended 31st March 2015. 2. HIGHLIGHTS OF PERFORMANCE: During the year under review, the Company revenue from operations stood at Rs. 1280.47 Lacs as against Rs. 301.52 Lacs in the previous year. The Company has earned a Net profit of Rs. 19.77 Lacs as compared to the Profit of Rs. 18.82 Lacs during the previous accounting year. 3. DIVIDEND: To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year. 4. RESERVES: The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves. 5. LOANS, GUARANTEE & INVESTMENTS: During the year under review, the Company has not taken any Loan, guarantee & made investment as per provisions of Section 186 of the Companies Act, 2013. 6. DEPOSITS: The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. 7. RELATED PARTY TRANSACTIONS: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board's Report. 8. SHARE CAPITAL: During the year, the face value of the Share was sub divided from Rs. 10/- per share to Re. 1/- per share vide the Extra Ordinary General Meeting held on 6th June 2014. All the formalities with regard the same has been complied. 9. INTERNAL FINANCIAL CONTROLS: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A) Changes in Directors and Key Managerial Personnel During the year under review, in accordance with the provision of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on 30th March 2015 has appointed Mrs. Leela Devi Sanklecha (DIN 06832283) as Additional Director and Mr. Ankit Jain (DIN 06794961) resigned from Board w.e.f 30th March 2015. The designation of Mr. Gourav Jain (DIN 06794973) was changed as Managing Director of the Company w.e.f 30th March 2015 and Mr. Vikas Kushalchand Sanklecha was appointed as Chief Financial Officer of the Company with effect from 30th March 2015. Further, there were no changes in Directors due to death or disqualification, variation made or withdrawn. Mr. Gourav Jain (DIN 06794973), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 B) Declaration by an Independent Director(s) and re-appointment, if any All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6). 11. RISK MANAGEMENT POLICY: There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed. 12. PERFORMANCE EVALUATION OF BOARD: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory 13. BOARD MEETINGS: During the period under review, the Company has conducted 8(Eight) Board Meetings on 24th April, 2014, 28th May 2014, 1st July, 2014, 22nd July, 2014, 11th August 2014, 12th November 2014, 9th February 2015 and 30th March 2015. 14. AUDITORS: M/s. Motilal & Associates, Chartered Accountants, Mumbai being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration. 15. SECRETARIAL AUDIT: The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors' Report as Annexure 2. 16. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR: Statutory Auditor: There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report. Secretarial Auditor: With reference to the observations by M/s. Sanjay Dholakia & Associates, in their Report regarding the appointment of Company Secretary, the Company is in process of appointing Key Managerial Personnel i.e. Company Secretary. 17. MATERIAL CHANGES AND COMMITMENTS: There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts. 18. DIRECTORS' RESPONSIBILITY STATEMENT: As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that: a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them; b) 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; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; and e) 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. 19. EXTRACT OF ANNUAL RETURN: In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT - 9 is appended as Annexure 3 of the Board's Report. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS: The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below: A. Conservation of energy: (i) the steps taken or impact on conservation of energy; Energy conservation dictates how efficiently a Company can conduct its operations. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company's commitment towards becoming an environment friendly organisation. The Company carry out regular maintenance and development work to save the energy. (ii) the steps taken by the company for utilising alternate sources of energy; The Company is using the electricity as source of its energy requirement and not having/ exploring any alternate source of energy. (iii) the capital investment on energy conservation equipments; Not Applicable B. Technology absorption: During the year the Company does not have Plant & Machinery, therefore no technology absorption and research and development activies are carried out. C. Foreign exchange earnings and Outgo: Total Foreign Exchange Earnings and Outgo : Rs NIL 21. CORPORATE RESPONSIBILITY STATEMENT (CSR): The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable as the Company is not falling under the said parameters. 22. NOMINATION AND REMUNERATION COMMITTEE: The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director. 23. AUDIT COMMITTEE: The Audit Committee comprises of namely Mr. Kamal Kishor Hari Kishan Vyas Independent Director as the Chairman of the committee and Mr. Amit Kumar & Mr. Amitkumar Vinod Agarwal and Mr. Gourav Jain Director as other members. All the recommendations made by the Audit Committee were accepted by the Board. 24. CORPORATE GOVERNANCE: The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance. 25. VIGIL MECHANISM The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof. 26. MANAGERIAL REMUNERATION: A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Company has not paid any remuneration to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 27. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: The Company does not have Subsidiary/Joint Ventures/Associate Companies. 28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report. 29. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders. For and on Behalf of the Board of Directors Mr. Gourav Jain Managing Director(DIN 06794973) Mrs. Leela Devi Sanklecha Director (DIN 06832283) Place: Mumbai Date: 28th May 2015 |