DIRECTORS REPORT TO, THE MEMBERS, PATIDAR BUILDCON LIMITED your Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015 During the year company could not achieve reasonable level of growth in terms of turnover as well as in terms of the profit due to slow down in the field of real estate business, Company has diversified and expanded its activities in various types of trading business The company will try to achieve the performance as previous year in terms of turnover in next year by making more initiative in the activities of the company. 2. DIVIDEND: With a view to enlarge the business operations of the Company, the directors did not recommend any Dividend for the Year under review. 3. DIRECTORS AND KEY MANAGERIAL PERSONNEL: MR DHIRAJLAL PATEL. Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year. MR. LSHWARBHAI PATEL & MR. NAVTNCHANDRA PARMAR have been appointed as an Independent Directors for term of Five years with effect from 30th September. 7014 Further, MRS BHAVANBEN PATEL has been appointed as Women Director with effect from 30th September, 2014 The Company has recerved declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act. 2013 and under clause 49 of the Listing Agreement which is hereby enclosed as "Annexure I'. Also, MR. RAJNIKANT PATEL & MR. DHARMENDRA SHAH have been appointed Managing Director & Chief Financial Officer with effect from 14th August. 2014 respectively. 4. MEETINGS: During the year Six Board Meetings and Five Audit Committee Meetings were convened and held The dates on which the said Board meetings were held May 29. 2014, 08 July. 2014. August 14. 2014. November 0& 2014. February 14.2015 fit March 26.2015 The intervening gap between the Meetings was within the period prescnbed under the Companies Act 2013. 5. COMMITTEES: The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues. The Board has constituted following Committees. • Audit Committee • Nomination and Remuneration Committee • Stakeholder s Relationship Committee • Share Transfer Committee The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the Report on Corporate Governance' of the company which forms part of this Annual Report 6. EXTRACTS OF ANNUAL RETURN: Pursuant to sub-section 3(a) of Section 134 and sub-section 3) of Section 92 of the Companies Act 2013. read with Rule 12 of the Companies (Management and Administration) Rules. 2014 the extracts of the Annual Return as at March 31.2015 forms part of this report as "Annexure IT 7. STATUTORY AUDITORS & AUDIT REPORT: M/s K C PARXH& Associate*, (Firm Registration No. 1075SOW). Chartered Accountants, have been appointed as statutory auditors of the company at the twenty eight Annual General Meeting held on September 30.2014 to hold office from the conclusion of twenty eight Annual General Meeting <AGM) till the conclusion of the thirty three Annual General Meeting of the Company, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company has received a certificate from the auditors to the effect that rf their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act 2013Auditors comments on your company's accounts for year ended March 31. 201S are self explanatory in nature and do not require any explanation as pe» provisions of Section 134(3X0 erf the Companies Act 2013. There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report 8. " 'TERNAL AUDIT & CONTROLS: the Company continues to engage A. J JAIN & CO, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work incudes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the infenaJ control sirengihs »n all areas Internal Auditors findings are discussed with the process owners and Suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations 9. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT: Pursuant to Section 204 of the Companies Act 2013. your company had appointed M/s. A. Shah & Associates. Practicing Company Secretaries Ahmadabad. as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15 The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as 'Annexure HI Secretarial Auditors have qualified their report to the Member s of the Company & in this connection; the Board of Directors of the Company has discussed the same at arm's length and agreed to take the connective steps on following Qualifications: 1 Company has not complied with clause 41(111) & Clause 41 (VI) for ail the quarters of the financial year 2014 IS. Z Company is listed on Ahmadabad Stock Exchange (ASE) but no statutory compliance are done with the s tock Exchange pursuant to Listing Agreement, Depository Act and any other Acts compliance as required to be done with a Stock Exchange 3. Company is yet to comply with Clause 4 7(a) of listing Agreement. 4. Company is not in compliance with to Section 203 (1) Ui) of Company s Act, 2013 Secretarial Auditor report (MR-3) is self explanatory and therefore do not call for any further comments. 10. BOARD EVALUATION: Board of directors of the Company evaluated performance of independent directors as well as board as whole, On the basis of criteria laid down by the Nomination and Remuneration Committee and it was framed that overall performance and contribution of directors of the Company are satisfactorily and they are making their best efforts for the advancement of the Company. 11. FIXED DEPOSITS: Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Art. 2013. Hence, the disclosures required as per Rule 8(5)(v)fli(vi) of the Companies (Accounts) Rules. 2014, read with Section 73 to 76 of the Companies Act. 2013 are not applicable to your Company. 12. CORPORATE GOVERNANCE: The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders. A separate section on Corporate Governance Standards followed by your company, as stipulated under amended Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013 A certificate from M/S A SHAH & ASSOCIATES. Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to ttvs Report 13, VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www patidarbuildconlimited.com under investors/policy documents/Whistle Blower Policy link. 15. FOREIGN EXCHANGE EARNINGS/OUTGO: As the Company has not earned out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income dunng the financial year 16. NOMINATION AND REMUNERATION POLICY: the Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure IV". 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis There were no materially significant related party transactions entered by the Company with Promoters. Directors Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company. All such Related Party Transactions ire placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.patidarbuildconlimited.com under investors/policy documents/ Related Party Transaction Policy 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 is disclosed in Form No AOC-2 "Anne «u re V. 18 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186: In terms of provisions of Section 134{3)(g). the Particulars of Loans. Guarantees or Investment* under Section 186, is annexed hereto as "Annexure VI" and forms part of this Report 19 PARTICULARS OF EMPLOYEES REMUNERATION: A The ratio of the remuneration of each director to the median employees remuneration and other details in terms of subsection 12 of Section 197. of the Companies Act, 3013 read with Rule S{1) of the Companies (Appointment and Remuneration of Managerial Personnel! Rules. 2014 are forming part of this report as "Annexure VII*. B The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5f2) of the Companies (Appointment and Remuneration of Managerial Personnel! Rules. 2014 is not provided as no employees is paid remuneration of Rs. S lac Per month rf employed tor part of the year and Rs. 60 Lacs Per Annum if employed for the whole year. 20. HUMAN RESOURCES: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently l lder way. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement 21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013: Company has adopted a polky for prevention of Sexual Harassment of Women at workplace and has set up Committee tor implementation of said policy During the year Company has not received any complaint of harassment 22. CHANGEIN NATURE OF THE BUSINESS: There has been no change in the nature of business of the company during the year under review. 23. MANAGEMENT DISCUSSION AND ANALYSIS: As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report 24. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY: No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future 25. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to requirement under 134(3)(c) of the Companies Act. 2013 (Act), Directors. confirm that: (a) in the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set out under Schedule HI to the Act, have been followed and there are no material departures from the same, (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 as at March 31. 2015 and of the profit of the company for the year ended on that date. (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 26. ACKNOWLEDGEMENT: Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks. Government authorities, customers, vendors and members during the year under review. Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts BY ORDER OF THE BOARD OF DIRECTORS, FOR PATIDAR BUILDCON LIMITED MR RAJNIKANT PATEL MANAGING DIRECTOR (DIN: 0X2184 36) DATE: 1J/08/2015 PLACE: SU REND RAN AGAR |