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Vasudhagama Enterprises Ltd.
BSE Code 539291
ISIN Demat INE583K01016
Book Value (Rs) 24.37
NSE Code NA
Dividend Yield % 0.00
Market Cap(Rs Mn) 454.48
TTM PE(x) 74.02
TTM EPS(Rs) 0.36
Face Value (Rs) 10  
March 2015

BOARDS' REPORT

TO

THE MEMBERS

Ozone World Limited

(Formerly Anand Lease and Finance Limited)

Your Directors have pleasure in submitting herewith the 26th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2015.

2. Operation / State of the Company's Affairs :

The Company is presently engaged in the business of trading of commodities / goods and in real estate business through investment in partnership firm. Further the company is proposing to directly engage in the business of real estate and infrastructure.

The total revenue of the Company was Rs. 74,53,093/- during the financial year 2014-2015 compared to Rs. 1,94,85,900/- of previous financial year. The net profit after tax was Rs. 9,53,428/- during the financial year 2014­2015 compared to Rs. 9,53,796/- of previous financial year.

3. Change in the nature of business, If Any :

There is no change in the nature of business of the Company during the financial year ended on 31st March, 2015.

4. Transfer to Reserves & Dividend :

The Board of Directors do not propose to carry any amount to any reserves. Further in view of the inadequate profit, your Directors do not recommend any dividend for the year ended on 31st March, 2015.

5. Material changes and commitments after the end of Financial Year :

Between the end of the financial year of the Company as on 31st March 2015 and the date of the Board's report, there are no material changes and commitments, which have any effect on the financial position of the Company.

6. Extract of the Annual Return :

The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as "Annexure - A".

7. Forfeiture of Partly Paid Equity Shares and Capital :

During the financial year, the Board of Directors of the Company at their meeting held on 12th November, 2014, in exercise of the powers conferred by Articles of Association of the Company, forfeited 2,17,100 partly paid-up equity shares held by various member of the Company, in respect of which an aggregate sum of Rs. 10,85,500/-remained unpaid despite of issuing individual notices to each such member.

Further the Board of Directors of the Company has cancelled those 2,17,100 forfeited equity shares and accordingly, an amount of Rs. 10,85,500/- received on account of part payment on 2,17,100 forfeited equity shares wastransferred from the "Share Capital Account" to the "Capital Reserve Account" in the books of account of the Company.

After forfeiture and cancellation as above, the paid-up share capital of the Company is Rs. 3,69,91,140/- comprising of 36,99,114 fully paid up equity shares of Rs. 10/- each.

Further, consequent to the forfeiture of partly paid up equity shares, Central Depository Services (India) Limited has deactivated ISIN IN9583K01014 for partly paid up shares.

8. Listing on Stock Exchanges :

The equity shares of the Company are listed on Ahmedabad Stock Exchange Limited and Jaipur Stock Exchange Limited. The SEBI vide order dated March 23, 2015 allowed the exit of Jaipur Stock Exchange Limited and consequently, the Company ceased to be listed on Jaipur Stock Exchange Limited.

Further, pursuant to the SEBI Circulars for exclusively listed companies of de-recognised / Non-operational / existed stock exchanges, the Company has made an application for direct listing with BSE Limited for listing of 36,99,114 equity shares of Rs. 10/- each. BSE Limited vide its letter dated August 4, 2015 granted In-Principle approval under direct listing norms.

9. Number of Meetings of the Board :

During the financial year, 8 (eight) meetings of the Board of Directors of the Company were held on 30th May 2014, 19th July 2014, 14th August 2014, 11th October 2014, 1st November 2014, 12th November 2014, 13th February 2015 and 30th March 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

10. Committees :

Pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder and the Listing Agreement, the Company has constituted the following Committees:

(A) Audit Committee :

The Audit Committee was constituted by the Company as per Clause 49 of the Listing Agreement. The terms of reference and the power of the Audit Committee are realigned as per the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Audit Committee.

During the financial year 2014-2015, four meetings of the Audit Committee were held on 30th May 2014, 14th August 2014, 12th November 2014 and 13th February 2015. All the members of the Audit Committee were present in all the four meetings.

(B) Stakeholders Relationship Committee :

The Stakeholders Relationship Committee was constituted by the Company as per Clause 49 of the Listing Agreement, which is also in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the financial year, due to the resignation of Mr. Anand Patel and Mr. Deepak Patel as Directors of the Company, the Stakeholders Relationship Committee was re-constituted w.e.f. 30th March, 2015. The

Stakeholders Relationship Committee comprises of three members i.e. Mr. Suresh Patel, Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Stakeholders Relationship Committee. The Committee looks into the redressal of investors complaints like delay in transfer of shares, non-receipt of annual reports etc.

During the financial year 2014-2015, the Company has received two complaints from one shareholder and both the complaints were resolved.

During the financial year 2014-2015, five meetings of the Stakeholders Relationship Committee were held on 30th May 2014, 14th August 2014, 12th November 2014, 13th February 2015 and 30th March 2015. All the members of the Stakeholders Relationship Committee were present in all the five meetings.

(C) Nomination and Remuneration Committee :

The Nomination and Remuneration Committee was constituted by the Company on 30th May, 2014 as per the provisions of Section 178 of the Companies Act, 2013.

During the financial year, due to the resignation of Mr. Anand Patel as Director of the Company, the Nomination and Remuneration Committee was re-constituted w.e.f. 30th March, 2015. The Nomination and Remuneration Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non­Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mrs. Rinaben Deepak Patel, Non-Executive Director are members of the Nomination and Remuneration Committee.

During the financial year 2014-2015, three meetings of the Nomination and Remuneration Committee were held on 14th August 2014, 1st November 2014 and 30th March 2015. All the members of the Nomination and Remuneration Committee were present in all the three meetings.

11. Directors' Responsibility Statement :

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-with proper explanation relating to material departures, if any;

(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 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;

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

12. Auditors & Auditors Report :

M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 137193W ), the Statutory Auditors of the Company were re-appointed to hold office from the conclusion of 25th Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the appointment of statutory auditors is required to be ratified at every annual general meeting of the Company. As such, it is proposed to ratify the appointment of M/s S. D. Mehta & Co. as statutory auditors to hold the office from the conclusion of this 26th Annual General Meeting till the conclusion of the 27th Annual General Meeting to be held in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015-2016.

Your directors recommend their appointment as statutory auditors.

There are no qualification or reservation or adverse remark or disclaimer in the Auditors Report and hence does not require any further clarification / comments.

13. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.08, 1.09 and 1.13 of the notes to the financial statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

14. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 :

The Company has pursuant to the approval of Audit Committee and the Board of Directors of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, broadly, at arm's length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2015 is given in Note No. 2.14 of the financial statements of the Company.

15. Directors and Key Managerial Personnel :

i. Cessation :

Mr. Pranay Patel (DIN 00907300), Mr. Deepak Patel (DIN 00074076) and Mr. Anand Patel (DIN 00049567), Directors of the Company have resigned with effect from 30th March, 2015.

The Board places on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

ii. Retirement by Rotation :

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jayeshkumar Patel (DIN 00907323) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. Appointment of Additional Director :

Mr. Rinaben Deepal Patel was appointed as an Additional Woman Director pursuant to section 161(1) of the Companies Act, 2013, to hold office till the conclusion of next Annual General Meeting. It is proposed to appoint her as a Director at the ensuing Annual General Meeting of the Company.

iv. Key Managerial Personnel :

Pursuant to the provisions of section 203 of the Companies Act, 2013, Mr. Jayeshkumar Patel (DIN 00907323) was appointed as a Managing Director with effect from 15th August, 2014 and Mr. Maneklal S. Patel was appointed as Company Secretary with effect from 1st November, 2014 and Mr. Nilesh R. Joshi was appointed as a Chief Financial Officer with effect from 30th March, 2015.

v. Profile of Directors seeking appointment / re-appointment :

As required under the provision of listing agreement and secretarial standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 26th Annual General Meeting.

vi. Independent Directors :

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

vii. Annual Evaluation of Board's Performance :

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

viii. Nomination and Remuneration Policy :

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial

Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

16. Secretarial Audit Report :

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashwin J. Patel & Associates, Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31st March, 2015. The Secretarial Audit Report is attached herewith as "Annexure - B".

There are no qualification or reservation or adverse remark or disclaimer in the Secretarial Audit Report.

17. Fixed Deposit :

During the financial year 2014-15, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earning and outgo during the financial year.

19. Risk Management :

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

20. Whistle Blower Policy / Vigil Mechanism :

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

21. Significant and Material Orders passed by Regulators :

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

22. Adequacy of Internal Financial Controls :

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

23. Particulars of Employees :

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- C".

24. Corporate Governance And Management Discussion And Analysis Report :

Pursuant to the SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2014 for amendments to Clause 49 of the Listing Agreement, Clause 49 related to Corporate Governance is not applicable to companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

As the paid up share capital and net worth of the Company is below the threshold limit as mentioned above, the Report on Corporate Governance and Management Discussion and Analysis Report is not applicable the Company.

25. Other Disclosures :

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

b) The Company does not have any subsidiary, joint venture or associate company during the financial year and no company have become or ceased to be subsidiary, joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) During the year the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Acknowledgement :

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors

Jayeshkumar Patel

Chairman & Managing Director

(DIN 00907323)

Place : Ahmedabad

Date : 14th August, 2015