| The Directors are pleased to present the Twentieth Eight Annual Report
on the business and operations of the Company and statement of accounts
for the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
During the year the performance of the Company is as under:
Particulars Current Year Previous Year
31-03-2015 31-03-2014
(Rs.) (Rs.)
Revenue from Operations 104,500,100 32,645,049
Other Income - -
Total Income 104,500,100 32,645,049
Less: Total Expenses 104,223,207 (32,696,241)
Profit/ Loss Before Taxation 276,893 (51,192)
Less: Provision for Tax 58,584 -
Deferred Tax 85,561 (15,819)
Profit After Taxation 132,748 (35,373)
2. OPERATION AND BUSINESS PERFORMANCE:
Your Company has had a phenomenal year with both top line and bottom
line soaring to new levels. Your company registered revenue of Rs.
104,500,100/- which was three times higher than the last years revenue
which stood at Rs. 32,645,049/-. Further, the company recorded net
after tax profit of Rs. 132, 748/- against a loss of Rs. 35,373/- in
the previous year. Your company shall endeavour to improve the margins
and increase the revenues in the current year.
3. DIVIDEND:
In light of the encouraging performance and bright future prospects,
the Board has decided to preserve the resources for any business
requirements. Hence, the Board has not recommended dividend.
4. TRANSFER TO RESERVE:
Your Company has not transferred any amount to Reserves in the year
under review.
5. SHARE CAPITAL STRUCTURE:
The paid up Equity Share Capital as at 31st March, 2015 stood at Rs.
894,209,580/- consisting of 89,420,958 Equity Shares of Rs. 10/- each
fully paid up.
Details of issue of shares in the current financial year are as under:
Sr.
No. Date of issue Particulars No. of
Shares Issue Price
1 April 01, 2014 Opening balance 45162100 N.A
2. October 21, 2014 Bonus issue (49:50) 44258858 N.A
3. March 31, 2015 Closing Balance 89420958 N.A
During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat
equity. As on 31st March, 2015, none of the Directors of the Company
hold instrument convertible into equity shares of the Company.
6. DEPOSIT:
During the year under the review the Company has neither invited nor
accepted deposit from the public.
7. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9, as required under Sub- Section (3) of Section 92 of the
Companies Act, 2013, is includes in this Report as Annexure-A and forms
an integral part of this Report.
8. DIRECTORS:
a. RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Mr. Jayesh Shah,
Executive Director would retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for
re-appointment.
b. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Dhiren Negandhi has been the Managing Director of the Company since
14th December, 2012 and pursuant to the terms of his appointment his
tenure as Managing Director will end on 13th December, 2015. The Board
of Directors, on the recommendation of Nomination and Remuneration
Committee, proposes to re-appoint Mr. Dhiren Negandhi as Managing
Director of the Company for a period of five years effective from 14th
December, 2015 to 13th December, 2020.
Further, Board of Directors of the Company has proposed to appoint Mr.
Gopal Vyas and Mr. Nitin Shanichara as Independent Directors of the
Company for a period of five years.
9. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have submitted the
declaration of Independence as required under Section 149(7) of the
Companies Act, 2013, confirming that they meet criteria of independence
under Section 149(6) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement.
10. BOARD EVALUATION
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 and
collectively. A structured questionnaire was prepared after taking into
consideration of the various aspects of the Board's functioning.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
11. NUMBER OF MEETINGS OF THE BOARD
Board meets regularly to make and review policies, board's role,
functions and responsibility. There were six meetings of the Board of
Directors held during the year Financial Year 2014- 2015 and details
description for the meeting of the committee and others meeting is
given in the Corporate Governance Report form part of this Annual
Report.
12. NOMINATION AND REMUNERATION POLICY
Pursuant to the Provision of the Section 178 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior Management of the
Company. This policy also lays down criteria for selection and
appointment of Board Members. The Nomination and Remuneration Policy is
forms part of this report as Annexure-B. The details of this policy cum
terms of reference and committee are explained in the Corporate
Governance Report.
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement of Provisions of Section 134(3) (C) read
with Section 134 (5) of the Companies Act, 2013, with respect to the
Directors Responsibility Statement, it is hereby confirmed that:
A. in preparation of Annual Accounts for the financial year ended 31st
March, 2015, the applicable accounting standards read with the
requirements set out under Schedule III to the Companies Act, 2013 have
been followed along with proper explanation relating to material
departures, if any;
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 31st March, 2015 and 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 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 accounts for the financial year
ended 31st March, 2015 on "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 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.
14. AUDITORS AND AUDIT REPORTS
a. Statutory Audit
M/s. Shiv Pawan & Co, Chartered Accountants, Chartered Accountants,
Statutory Auditors of the Company, having Firm Registration No:
120121W, have expressed their inability to continue as the statutory
auditors of the company due to other commitments.
The Board, in consultation with the audit committee, proposes to
appoint M/s Verma Mehta and Associates, (Firm Registration No.:
112118W) as the statutory auditors of the Company for a period of five
years from the conclusion of this AGM till the conclusion of thirty
third AGM, subject to the ratification of their appointment by members
in every AGM.
b. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board of Directors has appointed M/s.
Mayank Arora & Co., Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year 2014-15. The
Secretarial Audit Report as issued by the Secretarial Auditor of the
Company as forms part of this report as Annexure-C.
15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company does not have any subsidiary and associate Company.
The Statement in the prescribed format AOC-1, pursuant to Section
129(3) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, related to the associate Companies and Joint Ventures, is
annexed as "Annexure-D" to this report.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
Company has not made any Investments or given any Loans or Guarantees
covered under the provisions of Section 186 of the Companies Act,
2013.Enclosed Annexure-E.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
Generally related party transactions entered by the company are at
arm's length price and in the ordinary course of business. All related
party transactions are placed in the meetings of Audit Committee and
the Board of Directors for their necessary review and approval.
Disclosures pursuant to Accounting Standards (AS 18) on related party
transactions have been made in the notes to the Financial Statements
and the policy on dealing with Related Party Transactions has been
uploaded on the company's website.
Further, during the financial year, your Company has not entered into
any material transaction with any of its related parties which may have
potential conflict with the interest of the Company at large. Enclosed
as "Annexure-F" to this report.
18. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes or transactions, between the end of the
financial year of the Company to which the financial statements relate
and the date of the report, that could affect the financial position of
the Company.
19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated Whistle Blower Policy in conformity with
clause 49 of the Listing Agreement executed with the stock exchange to
provide a mechanism for any concerned person of the Company to approach
the chairman of Audit Committee of the Company for the purpose of
dealing with instance of fraud and mismanagement, if any and also to
ensure that whistleblowers are protected from retribution, whether
within or outside of the organization.
20. INTERNAL FINANCIAL CONTROL:
The Company has adequate system of internal financial control to
safeguard and protect from loss, unauthorized use or disposition of its
assets. All the transactions are properly authorised, recorded and
reported to the management. The company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company
also checks and verifies the internal financial control and monitors
them.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Pursuant to section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014, the following
information is provided:
a. Conservation of Energy:
The Company is not an energy intensive unit, hence alternate source of
energy may not be feasible. However, regular efforts are made to
conserve the energy.
b. Technology Absorption:
The company is conscious of implementation of the latest technologies
in key working areas. Technology is ever changing and employees of the
company are made aware of the latest working techniques and
technologies through workshops, group e-mails, and discussion sessions
for optimum utilization of available resources and to improve
operational efficiency.
Your Company is not engaged in manufacturing activities, therefore,
certain disclosures on technology absorption and conservation of energy
etc. are not applicable.
There is no expenditure on Research and Development and no earnings or
out go of foreign currency.
22. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the
Regulators/Courts that would impacts the going concern status of the
Company and its future operations.
23. CORPORATE SOCIAL RESPONSIBILITY:
As a part of its initiative under the "Corporate Social Responsibility"
(CSR) drive, the regulators made the Corporate to take the part in
society development by fixing the criteria in the provision of the
statutory laws. Since your Company does not fit in the criteria as set
under the Companies Act, 2013, it is not required to form a CSR policy,
CSR Committee and spend on CSR activities.
However, the Board of Directors periodically review the applicability
of the said regulations.
24. CORPORATE GOVERNANCE REPORT:
Your Company is committed to good Corporate Governance Practice and
following to the guidelines prescribed by the SEBI and Stock Exchanges
from time to time. The Company has implemented all of its major
stipulations as applicable to the Company. The Statutory Auditor's
Certificate dated August 30, 2015 in accordance with Clause 49 of the
Listing Agreement and report on Corporate Governance is annexed to
Report on Corporate Governance.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report, as required under Clause 49 of the
Listing Agreement, is presented in a separate section forming part to
the this Annual Report.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The company has not employed any person drawing remuneration in excess
of limits prescribed under Rules 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has also put in place a Code of Conduct for Prevention of
Insider Trading "code". The necessary Preventive actions, including
Closure of Trading Window around the time of any price sensitive events
or information, are taken. All Directors have given declaration
affirming compliance with the said code for the year ended 31st March,
2015. The code has been uploaded on the Company's website.
28. HUMAN RESOURCES AND INDUSTRIAL RELATION:
Your Company believes that its employees are one of the most valuable
assets of the Company. The employees are deeply committed to the growth
of the Company and the Company takes pride in the commitment,
competence and dedication shown by its employees in all areas of
business.
29. FAMILIARIZATION PROGRAMME WITH INDEPENDENT DIRECTORS:
The Company organizes various programs and presentations for the Board
of Directors in order to familiarize them with their roles, rights,
responsibilities in the company, nature of industry in which it
operates, business model of the company and related matters. Details of
such program are available on the company's website.
30. ACKNOWLEDGEMENTS:
Your Directors would like to express their grateful appreciation for
the assistance, support and co-operations received from Banks,
Authorities and Shareholders during the year under review.
Your Directors would also like to take this opportunities to express
their appreciation, for the contribution made by the employees at all
levels. Your Directors also wish to thanks its customers, dealers,
agents and suppliers, investors for their continued supports and faith
reposed in the Company.
For and on behalf of the Board of Directors
Sd/-
Dhiren Negandhi
Date: 5th September, 2015 Chairman & Managing Director
Place: Mumbai DIN: 03385812 |