| Dear Members,
The Directors have pleasure in presenting the 21stBoard's Report of
your Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars Standalone
Particulars 2014-15 2013-14
Total Income 96.96 83.16
Total Expenses 69.80 61.71
Net Profit Before Tax 27.16 21.45
Provision for Tax 5.20 4.41
Provision for Deferred Tax
Net Profit After Tax 22.71 13.29
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
As the members are aware that the company is into the business of
trading into stocks and shares and stock broking, the market conditions
were favorable this year, this resulted in an increase in revenue by
around Rs. 14.00 Lac resulting into an overall increase in profits by
around Rs. 8.00 Lac. The management of the Company hopes to further
improve the performance in coming future.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the business of the Company during the year and
the company continued to carry on its business of trading into
securities and stock broking.
DIVIDEND
With the view to conserve the resources of company the directors are
not recommending any dividend.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2014-15, there has been no change in the
share capital of the Company. INFORMATION ABOUT SUBSIDIARY/ JV/
ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the endof the financial year to which this
financial statements relate on the date of this report
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your
kind perusal and information. (Annexure: 1)
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held 10 (Ten) meetings
of the Board of Directors as per Section 173 of Companies Act, 2013
which is summarized below. The provisions of Companies Act, 2013 and
listing agreement were adhered to while considering the time gap
between two meetings.
SNo. Date of Meeting Board Strength No. of Directors Present
1 15.05.2014 7 7
2 30.05.2014 7 7
3 15.06.2014 7 7
4 25.07.2014 7 7
5 14.08.2014 7 7
6 17.10.2014 6 6
7 14.14.2014 6 6
8 01.12.2014 6 6
9 14.02.2015 6 6
10 31.03.2015 4 4
# Meeting on 31.03.2015 was the meeting of Independent Directors only
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company 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;
(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 and
loss 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 this 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; and
(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.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws
AUDITORSAND REPORT THEREON
The Auditors, M/s P. Mahendran, Chartered Accountants, (Registration No
29194), retire at the ensuing Annual General Meeting and, being
eligible, offer themselves for reappointment for a period of one year,
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
(Annexure: 2)
LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable
RELATED PARTY TRANSACTIONS
The Company has not entered into any related party transaction during
the year under review and hence no disclosure is required under this
heading.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
* Provide an overview of the principles of risk management
* Explain approach adopted by the Company for risk management
* Define the organizational structure for effective risk management
* Develop a "risk" culture that encourages all employees to identify
risks and associated opportunities and to respond to them with
effective actions.
* Identify, access and manage existing and new risks in a planned and
coordinated manner with minimum disruption and cost, to protect and
preserve Company's human, physical and financial assets.
DIRECTORS and KMP
During the current financial year the following changes have occurred
in the constitution of directors of the company:
S. Name Designation Date of Date of Mode of
No appointment cessation Cessation
1 Mr. Omprakash Director 13.12.2010 17.10.2014 Resignation
Bohra
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Particulars of Employees) Rules, 1975, in respect of
employees of theCompany and Directors is furnished hereunder:
No remuneration has been paid to the Directors or the Key Managerial
Personnel during the year under review.
However the Median Remuneration of Employees excluding Managing
Director and Whole-time Director is Rs. 2.00 Lac during the year.
The Company had 13 permanent employees during the year under review and
the median remuneration of the employees increased to by 37% as
compared to that of last year, however the total salary increased by
42.6% as compared to an increase by 16.59% in the performance of the
Company, for last year.
PARTICULARS OF EMPLOYEES
Your Directors confirmed that no employee fall under the particulars of
Section 192 (12) of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors includingthe Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of the
Auditors, M/s. P. Mahendran, confirming compliance of conditions of
CorporateGovernance as stipulated in the Listing Agreement with the
Stock Exchanges forms part of the Board Report.
According to Schedule V Part II Section II point IV states that:
a) The remuneration package of the directors are as follows: None of
the Directors of the Company are / were paid any remuneration during
the financial year under review.
b) The fixed component and performance linked incentives along with
performance criteria are as follows:
c) Any service contracts, notice period, servant fees, if any
d) Stock option details, if any
INDEPENDENT DIRECTORS and DECLARATION
Mr. Manoj Kumar More, Mr. Avinash Kumar, Mr. Sunil Sharma & Mr. Kalpesh
R. Madhavi are proposed to be appointed as the independent director of
the company as per Section 149(10) of the Companies Act, 2013 in the
upcoming Annual General Meeting for a term of 5 consecutive years on
the Board of the Company.
The Board of Directors of the Company hereby confirms that all the
appointees, proposed to be appointed as Independent Directors have
given the declaration and they meet the criteria of independence as
provided under section 149(6) of the Companies Act, 2013.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration to be paid to Executive Directors is recommended by
the Nomination and Remuneration Committee and approved by Board in
Board meeting, subject to the subsequent approval of the shareholders
at the General Meeting and such other authorities, as may be required.
The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
However, no remuneration has been paid to any of the Directors
including managing Director in the current financial year.
Remuneration to Non-Executive Directors:
No remuneration is being paid to the Non-Executive Directors.
SECRETARIAL AUDIT REPORT
Further the Secretarial Audit Reportas provided by M/s. Ramesh Chandra
Bagdi & Associates, Practicing Company Secretaryfor the financial year
ended, 31st March, 2015 is annexed herewith for your kind perusal and
information. (Annexure: 3)
COST AUDIT
The provisions of Section 148 of the Companies Act, 2013 and the rules
made thereunder are not applicable t o the Company and hence no records
have been maintained under these provisions.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
ORDER OF COURT
No orders have been passed against the Company by any of the regulators
/ courts / tribunals impacting the going concern status of the
Company's operation in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has maintained adequate financial controls, with reference
to the Financial Statements.
SHARES IN SUSPENSE ACCOUNT (LISTED COMPANY)
The Company has not kept any shares in the Suspense Account and that
whole of the Paid-up capital of the Company has been allotted to the
rightful owner and hence no disclosure required under this heading.
SHARES IN UNCLAIMED SUSPENSE ACCOUNT (LISTED COMPANY)
The Company has not kept any shares in the Suspense Account and that
whole of the Paid-up capital of the Company has been allotted to the
rightful owner and hence no disclosure required under this heading.
MATERIAL VARIATIONS(LISTED COMPANY)
There are no material variations between the projections and the actual
utilization / profitability of the Company during the year under
review.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the
Company.
For & on behalf of the Board of Directors
Sd/-- Sd/--
Date: 02 09 2015 Pratik Bhatt Devendra Kumar Sharma
DIN : 00655368 DIN : 02799986
Place: Mumbai Director Director
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