DIRECTORS REPORT Dear members, Your directors are pleased to present the 22nd Annual report of the Company together with the Audited Financial Statements for the financial year ended 31st December, 2014 Review of Operations The Company has not carried out any operations during the financial year under review. Dividend In view of the accumulated losses your directors do not recommend any dividend . Directors In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Bijay Kumar Dokania (DIN 00570916), who vacates his office on the date of Annual General Meeting and offers himself for reappointment. Mr. Shailendra Kumar Patni (DIN 05281098) who vacates his office on the date of Annual General Meeting and offers himself for reappointment. Mr. Mukesh Sarswat (DIN 05340062), an additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment. Mr. Arvind Kumar Maurya (DIN 06923706), an Additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment. Mrs. Kirti Mahadev Salvi (DIN 07141300), an Additional Director who vacates her office on the date of Annual General Meeting and offers herself for reappointment. Ms. Pooja Jalan (DIN 06879482), an additional Director who vacates her office on the date of Annual General Meeting and offers herself for reappointment. Mr. Rajesh Kumar Khetan (DIN 02659900) an Additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment. Mr. Hemant Walve has resigned from the Board with effective from 11'" August 2014 and he ceased to be a Director of the Company. Mr. Kiran Malhotra has resigned from the Board with effective from 11'" August 2014 and he ceased to be a Director of the Company. Mr. Bomi Daruwala has resigned from the Board with effective from 11th August 2014 and he ceased to be a Director of the Company. Particulars of Employees During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act. Directors' Responsibility Statement In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that: In the preparation of annual accounts, the applicable a counting standards have been followed along with proper explanation relating to material departure ; a. in the preparation of annual accounts, the applicable a counting standards have been followed alongwith proper explanation relating to material departure; b. 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 ended 31st December 2014 and of the profit of the Company for that financial year ; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the Annual Accounts on a going concern basis. Conservation of Energy, Research and Development, Technology Absorption etc. Since the company has not carried out any operations during the year under review, there is nothing significant to be mentioned under this head. There is no foreign exchange earnings or outgo during the financial year under review Corporate Governance Certificate The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A. Management Discussion and Analysis Report The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B Auditors M/s B S R & Co. LLP, Chartered Accountants, 701, 703, 7th Floor, Godgrej Castlemaine Next to Ruby hall Clinic Bund Garden road, Pune-411001 retires at the conclusion of the Annual General Meeting .The chairman informed the Board that it has been decided to appoint M/s. Kala Jain & Co,Chartered Accountants, 502, 5th Floor, Jolly Bhavan No 1,10, New Marine Lines, as auditors of the company in the coming Annual General Meeting subject to the approval of the shareholders in the place of the existing auditors. The information and explanation with respect to the remarks in audit report is given hereunder Para 10 of the Annexure to the Audit Report; The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has- not Incurred cash losses in the current financial year and in the immediately preceding financial year. Listing The equity shares of the Company are listed at The Bombay Stock Exchange Limited. Listing fees for the year 2014-15 has been paid to The Bombay Stock Exchange Limited. The Share holders of Pune Stock Exchange in their Annual General Meeting dated September 28th, 2013 had applied for voluntarily surrender of recognition and exit as Pune stock exchange as per SEBI Circular dated 30th May, 2012 and the SEBI allowed the exit of Pune Stock Exchange as a stock exchange via its order no. WTM/RKA/MRD/28/2015 dated 13th April, 2015. Acknowledgement Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company. For and on behalf of the Board of Directors Arvind Kumar Maurya (DIN No.: 06923706) Director Bijay kumar Dokaniya (DIN No.: 00570916) Director Place: Pune Date : 3rd June 2015 |