| The Board of Directors of the Company presents herewith the Thirty
Eighth Annual Report together with the Audited Accounts of the Company
for die Accounting year ended 30th June, 2015 i.e. from April 1, 2014
to June 30, 2015.
The highlights of the financial results of the Company are as follows:
(Rs. in Lacs)
Particulars Accounting Financial Year
Year 2014-15 2013-14
Total Income 1.77 24.05
Total Expenses 15.33 24.74
Profit/(Loss} (13.56) (0.69)
Depreciation 0.07 0.11
Profit/ (Loss) Before (13.63) (0.80)
finance Cost
Finance Cost 0.02 -
Profit/ (Loss) Before (13.65) (0-80)
Tax
Profit/ (Loss) After (13.65) (0.80)
Tax
Accumulated Losses (1,369.54) (1,355.90)
STATE OF COMPANY'S AFFAIRS
During the year under review loss of Rs. 13.65 Lacs has been reported
by the company as against the loss of Rs. 0.80 Lacs for the previous
year.
No business could be undertaken due to paucity of working capital and
other business constraints.
In view of the losses incurred during the accounting year 2014-15, No
amount was transferred to reserves.
DIVIDEND
In view of the loss for the year under review as well as past
accumulated losses, your directors express their inability to recommend
dividend.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Animal Return in Form
MGT 9 as per provisions of Companies Act, 2013 and rules thereto is
annexed to this report [Annexure 1].
MEETING OF THE BOARD
The Board met Seven times during the Accounting Year 2014-15, the
details of which are given below:
29-May-2014 7-Aug-2014 1-Oct-2014 12-Nov-2014
13-Feb-2015 31-Mar-2015 14-May-2015
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of die Companies Act, 2013, Your
Directors confirm that:
(i) In the preparation of the Annual Accounts for the financial year
ended at 30th June, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departure
(if any);
(ii) Appropriate accounting policies have been selected and applied
consistendy and that the judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at June 30, 2015 and of the loss of the Company for
the said period;
(iii) Proper and sufficient care has been taken for die 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 of fraud and odier irregularities;
(iv) In view of expected future business, the annual accounts for the
accounting year ended on 30th June, 2015 have been prepared on a going
concern basis;
(v) The internal financial controls were followed by the Company and
that internal financial controls are adequate and were operating
effectively; and
(vi) Proper systems were devised to ensure compliance with the
provision of all applicable laws and the systems were adequate and
operating effectively.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in
accordance with Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence as laid out in sub-section (G) of
Section 149 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement,
COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT
Based on the recommendations of the Nomination and Remuneration
Committee, the Board has approved the Remuneration Policy for
Directors, KMP and all other employees of the Company. As part of the
policy, the Company strives to ensure that: '
a. the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b. relationship between remuneration and performance is clear and
meets appropriate performance benchmarks; and
c. Remuneration to Directors, KMP and senior management involves a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and
its goals.
The Remuneration Policy for Directors, KMP and other employees is
annexed to this report [Annexure 2].
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not made any loans, given guarantees and investments
made during the year attracting the provisions under Section 186 of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
During the accounting year under review, the company has not entered
into any contract or arrangement with anv related party attracting the
provisions of Section 188 of the Companies Act, 2013.
Further, there have been no materially significant related party
transactions between the Company and the Directors, the management, the
associate or the relatives except for those disclosed in the financial
statements.
MATERIAL CHANGES AND COMMITMENTS
During the year-under review, there was no material changes and
commitments except the financial year of the Company was extended for a
period of three months i.e. upto June 30, 2015, that affects the
financial position of the Company which have occurred between the end
of the financial year of the company to which the financial statement
relates and to the date of the report,
CORPORATE SOCIAL RESPONSIBILITY
The Company doesn't satisfy any criteria envisaged under the Companies
Act, 2013 requiring it to comply with Section 135 and rules made
thereunder.Therefore, the Company has neither constituted CSR Committee
nor have any profits to spend towards social responsibility.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Change during the year:
The details about change in the directors or key managerial personnel
by way of appointment, resignation or by change in designation are
given below:
A. During the year, Mr. Neelesh Agarwal who was appointed as Director
of the Company resigned from his office w.e.f. March 31, 2015.
B. Company has appointed Mr. P.S.Ravishankar and Mr. Suresh Chand
Sharma as Independent Directors in terms of section 149 of the
Companies Act,2013. Tire Board places before the members Directors
w.e.f. 31st March, 2015 for a period of five years to comply with the
provisions for approval of their appointment The Board has received
declaration from all the Independent Directors that they meet the
criteria of independence prescribed under Companies Act, 2013.
C. Ms. Rita Gupta has been appointed, as Women Director in'terms of
Section 149 of the Companies Act, 2013, who shall hold office till the
conclusion of forthcoming Annual General Meeting and being eligible
offers herself for re-appointment.
D. Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere
appointed as Additional Director w.e.f 31st March, 2015, who shall hold
office till the conclusion of forthcoming Annual General Meeting and
being eligible offers themselves for re-appointment.
E. Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer
of the Company w.e.f 31st March, 2015.
F. Mi-. Sashi Sekhar Mishra was appointed as Manager w.eiMarch 31,
2015. The Board do recommend to confirm his appointment in the ensuing
Annual General Meeting.
II. Formal Annual Evaluation pursuant to provisions of the companies
Act, 2013 the Board has earned out an evaluation of its own
performance, the Directors individually and the evaluation of the
working of its Audit, nomination & Remuneration committees.
COMMITTEES OF BOARD
A. Audit Committee:
Our Audit Committee was constituted on March 31, 2015. The Committee
has adopted a Charter for its functioning. The primary objective of
the Committee is to monitor and provide effective supervision of the
Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.
The Committee met once since the date of its constitution on 14th May,
2015. As of the date of this report, the Committee is comprised of:
S.
No. Name of Category Designation
Director
1 Mr. Sashi Non-independent Chairman
Sekhar Mishra Director
2 Mr. P S Independent Member
Ravishankar Director
3 Mr. Suresh Independent Member
Chand Sharma Director
B. Nomination and Remuneration Committee:
Our Nomination & Remuneration Committee was constituted on March 31,
2015. The Committee has adopted a Charter for its functioning. The
primary objective of the Committee is to recommend suggestions to the
Board of Directors pertaining to the Remuneration Policy for Directors,
KMP and all other employees of the Company.
The Committee met once since the date of its constitution on 13th May,
2015. As of the date of this report, the Committee is comprised of:
S.
No. Name of Category Designation
Director
1 Mr. Sashi Non-independent Chairman
Sekhar Mishra Director
2 Mr. PS Independent Member
Ravishankar Director
3 Mr. Suresh Independent Member
Chand Sharma Director
C. Stakeholder Relationship Committee
Our Stakeholder Relationship Committee was constituted on March 31,
2015. The Committee has adopted a Charter for its functioning. The
primary objective of the Committee is to consider and resolve the
grievances of Security Holders of the Company.
The Committee met once since the date of its constitution on 13th May,
2015. As of the date of this report, the Committee is comprised of:
S.
No. Name of Category Designation
Director
1 Mr. Sashi Non-independent Chairman
Sekhar Mishra Director
2 Mr. P S Independent Member
Ravishankar Director
3 Mr. Suresh Independent Member
Chand Director
Sharma
D. Vigil Mechanism
The Board at its meeting held on March 31, 2015, approved the Vigil
Mechanism that provides a formal mechanism for all Directors, employees
and vendors of the Companyto report genuine concerns or grievances
about unethical behavior, actual or suspected fraud or violation of the
company's Code of Conduct or Ethics Policy.
The Vigil mechanism provides a channel to the employees and Directors
to report to the management concerns about unethical behavior, actual
or suspected fraud or violation of the Codes of conduct or legal or
regulatory requirements incorrect or misrepresentation of any financial
statements and reports, etc.
The Vigil Mechanism Policy for Directors and employees is annexed to
this report [Annexure 3].
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
The Auditors of die Company, M/s S.D. Chopra & Associates (FRN -
003789N), Chartered Accountants; who has been appointed till 40th AGM
and who have confirmed their eligiblity and willingness, shall be
ratified at the ensuing Annual General Meeting. As per the provisions
of the Companies Act, 2013 read with die Companies (Audit and Auditors
Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra &
Associates (FRN - 003789N), Chartered Accountants, as the auditors of
the Company to hold die office from the conclusion of ensuing Annual
General Meeting until the conclusion of 40th Annual General Meeting of
the Company.
The Auditors' Report with notes to accounts are self- explanatory and,
therefore, do not call for further comments. The Audit Report does not
contain any qualification, reservation or adverse remarks,
Secretarial Auditor
The Board has appointed M/s Siddiqui & Associates, Practicing Company
Secretaries, to conduct the secretarial audit for the Accounting year
2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial
Audit report is annexed herewith marked as Annexure 4 to this report.
The SecretarialAudit Report does not contain any qualification,
reservation or adverse remarks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
As there has been no business activities in the company during the year
under review, the information required under Section 134 of the
Companies Act,2013 read with die Companies (Disclosures of Particulars
in the Report of the Board of Directors) Rules, 1988 is NILand hence
not provided.
PARTICULARS OF EMPLOYEES
During the year under review, there are no employees in the Company.
Therefore, Section 134of the Companies Act, 2013 read with the
Companies (Particulars of Employees) Rules, 1975 does not apply,
MANAGERIAL REMUNERATION
During die year under review, no managerial remuneration was paid.
PUBLIC DEPOSITS
Your Company has not accepted any Public deposits. As such, no amount
of principal or interest was outstanding as on the Balance Sheet date.
ACKNOWLEDGMENT
The Directors wish to record their appreciation to the Government
authorities, Bankers and Shareholders for their co-operation and
unstinted support extended to the Company during die year under review.
By order of the Board
For and on behalf of Board of Directors
Sunil Kumar Shrivastava
Director
DIN : 00259961
Address : 12, Aakrti Apparment, I.P. Extn,
Patparganj, Delhi-110092
Sashi Sckhar Mishra
Director & Manager
DIN : 03072330
Address : H-126, KJlokari Jang Pura,
New Delhi-110019
|