| Dear Members,
Your Directors have pleasure in presenting the 24th Annual Report on
the business and operation of the Company together with audited
statement of accounts for the year ended on 31st Mar'15.
1. FINANCIAL RESULTS:
Particulars 31st March, 2015 31st March, 2014
Operating Income 1,60,548.00 2,17,313.00
Other Income 1,855.00 5,206.00
Total Receipts: 1,62,403.00 2,22,519.00
Total Expenses 5,26,218.00 2,38,501.00
Loss Before Tax: (3,63,815.00) 21,740.00
Tax Expenses 0.0 5,228
Loss for the period : (3,63,815.00) 16,512.00
Earnings Per Share (in Rs.) (0.11) 0.00
2. PERFORMANCE REVIEW
During the year under review, the total turnover and other income of
the Company was Rs. 1.62 lacs as against Rs. 2.22 lacs during the
previous financial year. The Company recorded a net loss of Rs. 3.63
lacs during the year under review. Your Directors regret for the poor
performance of the company. Prospects for current year feels that,
barring any unforeseen circumstances, the prospects for the current
year are much favorable as compared to the year under review. The
Company is making all efforts to cope up with the market situations and
achieve significant increase in the operations.
3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES
The loss is proposed to be transferred to Profit & Loss Account.
4. DIVIDEND
In view of losses, your directors are not in a position to recommend
any dividend for the period under review.
5. CHANGE IN THE NATURE OF BUSINESS. IF ANY
There is no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred during the current year.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no such orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations
in future.
8. INDUSTRIAL RELATIONS:
The Company is not running any industry. The management & employer
relations continue to be cordial.
9. LISTING
The Company continues to be listed on Bombay Stock Exchange (BSE). The
company is duly complying with Listing Agreement from time to time.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate Internal Control System, commensurate with its
size, scale and operations. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies of the Company.
During the year no reportable material weakness in the design or
operation was observed.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company. The Company is also not a subsidiary of any other company.
12. DEPOSITS:
The Company did not accept any deposit within the meaning of Section 73
of the Companies Act, 2013 and the Rules made there under. As such
there are no small depositors in the company.
13. STATUTORY AUDITORS
M/s Agrawal Shukla & Co., Chartered Accountants as auditors, if
elected, will hold office for 5 years commencing from financial year
2015-16 from the conclusion of this Annual General Meeting in place of
the retiring Auditors, M/s Sunil Johri & Associates, Chartered
Accountants who are not eligible for re-appointment due to their
previous tenure of 10 years and ineligibility to continue as Auditors
in terms of Section 139(2) of the Companies Act, 2013. Under Section
139(2) of the Companies Act, 2013, they have furnished the certificate
of their eligibility for re-appointment.
M/s Agrawal Shukla & Co. has given their consent to act as Statutory
Auditors of the Company.
Directors recommend their appointment on a remuneration to be later
decided by the Board of Director and the Auditor mutually for the
ensuing Financial Year i. e. 2015-16.
14. AUDITORS OBSERVATION:
Remarks made by the auditors in their report on the accounts stand
explained in the notes to accounts which are self-explanatory.
15. Directors
a) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 Shri
Sudhir Dixit, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offer himself for
re-appointment.
Your Directors recommend his appointment as Director. He will however
continue to be Chief Financial Officer of the Company.
b) Re-appointment of Managing Director
Shri Shabir Memon, Managing Director whose term has ended on 31st
March, 2015 is eligible to be reappointment as Managing Director. Your
Directors recommend the re-appointment of Shri. Shabir Memon for a
further period of five years commencing from 1st April, 2015.
c) Women Director:
Smt. Satyawati Parashar serves as the woman director of the company she
was appointed as an additional director of the Company on 30th Mar,
2015 by the board of directors requires to be appointed as regular
director at the ensuing Annual General meeting.
Your Directors recommend her appointment as an Independent Director of
the Company.
d) Declaration by Independent Director(s) and re - appointment
Pursuant to Section 149 of the Companies Act, 2013 read with the Rules
made thereunder, the Independent Directors may be appointed for a
maximum of two consecutive terms of up to 5 years each. In terms of
revised clause 49 of the listing agreement which will be applicable
from 01st October, 2014, in case the Independent Director has already
served for 5 or more years, he can be appointed for only one term of 5
years. Presently, Smt. Satyawati Parashar, Shri Ravi Kamra and Shri
Deepak Tyagi are the Independent Directors of the Company. As per their
existing terms of appointment, Smt. Satyawati Parashar, Shri Ravindra
Pokharana and Shri Rishi Dave can be re-appointed. The Board recommends
appointment of them as independent directors of the Company for a fixed
term of 5 years commencing from the conclusion of the ensuing Annual
General meeting.
The Board considered the independence of each of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and Clause 49 of the listing agreement and was of the view that
the proposed directors fulfill the criteria of independence as
mentioned in the above provisions and can be appointed as Independent
Directors.
All the proposed directors possess requisite qualifications,
appropriate skills, experience and knowledge in one or more fields of
finance, law management, marketing, administration, technical
operations and other disciplines related to Company's business. Keeping
in view, the educational / professional qualifications, working
experience, expertise in line with Company's business, positive
attributes, already being on the Board of the Company and benefits that
the Company will derive with their appointment, the Board has
recommended their appointment as Independent Directors of the Company
at the ensuing Annual General Meeting.
The Company has received declarations from all Independent Directors
that they meet the criteria of independence as laid down under Section
149(6) of the Act and Clause 49 of the Listing Agreement.
e) Declaration by Directors under Section 184
Directors declare that no directors are disqualified from being
appointed as Director of the Company under Section 184 of the Companies
Act, 2013.
16. SHARE CAPITAL
a. Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights
during the year.
b. Issue of sweat equity shares
The Company has not issued any sweat equity shares during the year
c. Issue of employee stock options
The Company has not issued employee stock options during the year.
d. Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
The Company has not made any provision for purchase of its own shares
during the year.
17. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF
THE COMPANIES ACT. 201 3
Extract of Annual return of the Company is annexed herewith as an
Annexure-6 to this report.
18. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:
The Company is not a manufacturing Company and as such no provisions of
Conservation of Energy, Technology Absorption under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
attracted.
As the Company has not carried out any activities relating to the
export and import during the financial year. There is no foreign
exchange expenses and foreign income during the financial year.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under Section 135(2) of the Companies Act,
2013. Hence, no policy or disclosures are required to be made under the
said section or applicable rules.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
S. Date of meeting Total No. of Directors No. of Directors
No. on the Date of attended
Meeting
1 14.05.2014 4 4
2 15.07.2014 4 4
3 17.11.2014 4 3
4 04.09.2014 4 4
5 14.02.2015 4 3
6 30.03.2015 4 4
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company did not enter into any contract or arrangement during the
financial year with related parties. Form AOC-2 as required under the
Companies (Accounts) Rules, 2014 is attached as Annexure-5.
22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Note
No. 6 and 7 to the Financial Statements.
23. DISCLOSURE OF DIRECTORS' REMUNERATION
As per Section 197(12) read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, no remuneration
has been paid to any of the Directors of the Company.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed CS Satish Batra, a practicing Company
Secretary for conducting secretarial audit of the Company for the
financial year 2014-2015. His report is annexed herewith as Annexure-4.
The report does not contain any qualification, reservation or adverse
remark.
25. CORPORATE GOVERNANCE CERTIFICATE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
The Company has implemented several best corporate governance practices
as prevalent globally. The report on Corporate Governance (Annexure-1)
as stipulated under the Listing Agreement forms an integral part of the
Report.
The requisite certificate from the auditors of the Company confirming
compliance with the conditions of corporate governance is attached to
the report on Corporate Governance (Annexure-5).
26. RISK MANAGEMENT POLICY
In today's business environment, Risk Management is a very important
part of business The Company constantly manages monitors and reports on
the principal risk and uncertainties that can have an impact on the
Company. Your directors keep a close watch on the risk prone areas and
take actions from time to time. The policy of the company is to comply
with statutory requirements and try to overcome the risk of penalties
and prosecutions.
The Company does not have any insurable assets. However, the policy of
the Company is to keep insured all insurable assets to keep them
adequately insured against risks and uncertainties like fire, riot,
earthquake, terrorism, loss of profit, etc.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed: -
i. In the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
ii. The directors have ensured that all applicable accounting policies
are applied them consistently and directors have 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, 2105 and
of the profit and loss of the company for that period;
iii. The directors had taken and continue to take proper and sufficient
care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
iv. The directors had prepared and continue to prepare the annual
accounts on a going concern basis;
v. The directors had laid and continue to lay down internal financial
controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
vi. The directors had devised and continue to devise proper systems to
ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
28. PERSONNEL:
There was no employee receiving remuneration attracting provisions of
section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3)
of rules the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in Annexure - 3.
30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Directors further state that during the year under review, there
were no reported instances pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation for
contributions made by employees of the company and cooperation extended
by the bankers and all persons who have directly and indirectly
contributed to the success of the company.
Your directors also acknowledge the trust and confidence you have
reposed in the company.
BY AND ON BEHALF OF THE BOARD.
SD/- SD/-
(Shabir Menon) (Sudhir Dixit)
DATED: 28th May, 2015 Managing Director Director
PLACE: RAIPUR (C.G.) DIN 02023147 DIN 02023147
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