BOARD OF DIRECTOR'S REPORT DEAR MEMBERS, Your Directors are pleased to present the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. The Management Discussion & Analysis is also incorporated into this Report. Highlights: During the year your company has its turnover to Rs.1711.68 Lacs including other income as compared to Rs.19.78 Lacs in the previous year and thereby registering an increase of 8653.59% as compared to the previous year. The Turnover of the Company has increased because the Company has diversified its business in to dealer of fabrics and textile products along with Share Trading and Finance. In spite of this company has occurred the Net loss of Rs. (11.48) Lacs against the Net profit of Rs.1.84 Lacs in the previous year. This mainly because of high administrative and running cost valuation of the stock as on 31.03.2015 has been gone down. Considering the expectations of country's gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your Directors expect better performance of the Company in the coming years. Dividend: In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review. Board of Directors: During the year 2014-2015 the Management of the Company has totally changed Mr. Tejas Hingu was appointed as the Director of the company in the executive category w.e.f 22/12/2014 and Mr. Pravin Kamble and Mrs. Priya Khagram was appointed as the Additional Director of the company in Independent Category w.e.f 20/01/2015 and 12/02/2015 respectively and holds office as Additional Directors until the Thirtieth Annual General Meeting, and is eligible for appointment as a Directors. Ms. Deepti Lalwani and Mr. Ashwani Dewan from the post of Directorship of the company w.e.f 20/01/2015 and Mrs. Beena Agrawal had also resigned from the post of Whole Time Directorship of the company w.e.f 22/12/2014 due to their preoccupation somewhere else. The Board of Directors of the Company appreciates the Contributions made by them during their tenure of Directorship. The Board also recommended to Appoint Mr. Tejas Hingu, as a Whole Time Director of the Company, to comply with Section 203 of the Companies Act, 2013, though appointed as Whole Time Director for fix term of 3 will retire by rotation as a Director, to enable compliance by the Company with the provisions of Section 152 of the Act, and being eligible, has offered himself for re-appointment at the Thirtieth Annual General Meeting. Declarations Given By Independent Directors All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board. Policies on Directors' Appointment and Remuneration The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & (b) to this Report. Evaluation of Board Of Directors Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board. Deposits: Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013. Directors' Responsibility Statement: In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that: 1. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed. 2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date. 3. Proper and sufficient care to the best of their knowledge and ability 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. 4. The Annual Accounts of the Company have been prepared on the ongoing concern basis. Shifting of Registered Office: During the year under consideration, as the members are aware, that your Company's registered office had been shifted from the State of Delhi to State of Maharashtra, to carry out business more efficiently and economically and for better administration and running of business of the Company, for which approval of the members taken through duly conveyed General Meeting held on 24/08/2014. However the application/petition for shifting of registered office from the State of Delhi to State of Maharashtra is still pending before ROC, Delhi. During the year your Company has also shifted its registered office within the local limit from -102, Jhule Lal Apartment, Pitampura, Delhi - 110034 To C-17, Ground Floor, Nanakpura, Laxmi Nagar, Delhi - 110092 w.e.f 28/08/2014. Statutory Auditors: M/s. DMKH & Co., Chartered Accountants having Registration No: 116886W statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for re-appointment. based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 16/07/2015 proposed the appointment of M/s. DMKH & Co., as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 35th AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM). During the year M/s. A A M A & Associates, have been resigned as a Statutory Auditors of the Company, resulting in to casual vacancy of Auditors, in M/s DMKH & Co., has been appointed in place of M/s. A A M A & Associates w.e.f 25th May, 2015 and Company hereby seeks approval of the members of the Company to ratify the appointment of M/s DMKH & Co., within 3 months of their appointment. The Company has also received the confirmation from M/s. DMKH & Co., to the effect that their appointment if made at the ensuring AGM would be in terms of Section 139 and 141 of the Companies Act, 2013 and rules made there under. Auditors report: Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013. Secretarial Audit Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s. P.D. Pandya & Associates is appended to this Report as Annexure II. Comments on Auditors' Report There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. DMKH & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203 (i.e. the Company does not had Company Secretary and Chief Financial Officer as on date. M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow: The Company is of view that though the Company does not have Company Secretary on role of the Company as on date. The Company has tried to appoint the Company Secretary but did not found the desired candidate as per company's requirement. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities. However Company is still looking for the Company Secretary and Chief Financial Officer, who can easily cope up with Company's requirements. The Management ensures that the same has been complied as soon as possible. The size of the Company is very small as compared to its peer group companies, the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company and shortly appoint the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013. The Company has incorporated with the Main Objects of doing business of Securitization / Reconstruction of Assets and Finance and Investments. However the Company never commenced or conducted the said business since its inception till date neither wants to do in future as well. The management of the Company is also having insight to completely diversify its business line by bringing change in its main object. Therefore the Company never approached the RBI to obtain Certificate of Registration as per regulation 3 of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002. However the Company to make good of this default also diversified its business activity into Textile Business and more than 50% of the revenue is being generated from Textile Business. As the members of the Company are aware that your Company had passed resolution for shifting of registered office of the Company from the State of Delhi to the State of Maharashtra through General Meeting, instead off Postal Ballot as per 110 Companies act 2013. Since it is an established practice in Delhi which allows companies to shift its office from one state to another state through general meeting without opting postal ballot and As per General Circular No. 20/2014 dated 17th June, 2014 of Ministry of Corporate Affairs, which has mandate the requirement of E-Voting optional for the Company till 31st December, 2014 under the plea of the said circular Company has conducted general meeting through traditional voting system instead of e-voting. Reports on Corporate Governance and Management Discussion & Analysis The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report. Particulars of Contracts or Arrangements with Related Parties The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III. Extract of Annual Return Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV. Particulars of Employees and Related Information In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV. Board meetings: The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2014-2015 12 times board meetings were held on 15/04/2014, 12/05/2014, 30/05/2014, 14/07/2014, 01/08/2014, 28/08/2014, 14/11/2014, 22/12/2014, 02/01/2015, 20/01/2015, 05/02/2015 and 12/05/2015. The gap between two meetings did not exceed 120 days. Board Committees: Your Company has three Committees of Board, viz, 1. Audit Committee 2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in 'Report on Corporate Governance' forming part of the Annual Report. Postal Ballot: No postal ballot was held during the year 2014-2015. Risk Management and Internal Controls: The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report. Conservation of Energy and Technology Absorption: The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable. Foreign Exchange: There is no inflow and outflow of Foreign Exchange. Listing of Shares: The Shares of the Company are listed on Delhi Stock Exchange (DSE). However The Delhi Stock Exchange has applied to the SEBI for Exit under Exit of De-recognized/Non-Operational Stock Exchanges. The Company got it shares listed on Bombay Stock Exchange under Direct Listing Norms w.e.f August 21, 2014. The Company has paid the necessary Listing fees for the year 2015 - 2016 to Bombay Stock Exchange. Vigil Mechanism/Whistle Blower Policy: The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates. Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace: The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company. Green Initiative in Corporate Governance: The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA. Management Discussion and Analysis Report: Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report. Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification: The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report. Acknowledgement: The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year. For and On behalf of the Board Sd/- Tejas Hingu (Director) Sd/- Shashikumar Jatwal (Director) Date: 16/07/2015 Place: Delhi |