| Dear Members,
The Directors are pleased to present herewith the 29th Annual Report
on the business and operations of your Company and Audited Accounts for
the Financial Year ended March 31,2015 together with the Audited
Statement of Accounts and Auditor's Report thereon.
The State of the Company's Affairs
1. KEY FINANCIAL HIGHLIGHTS:
The Company's financial performance, for the year ended March 31, 2015
is summarized below:
Particulars For the Year For the Year
ended ended
31st March, 31st March,
2015 2014
(Amount in Rs) (Amount in Rs)
Gross Profit/(Loss) before
interest and 2,705,331 1,597,675
depreciation and tax
Less: Interest - -
Less: Depreciation - -
Less: Prior period items - (6,663)
Net Profit /(Loss) 2,705,331 1,591,012
Less: Provision For Deferred Tax (304,134) (493,681)
Less: Provision for Income Tax (526,200) (314,500)
Add/(Less): MAT Credit Entitlement (15,922) 304,437
Net Profit After tax 1,859,075 1,087,268
Balance Carried Forward to Balance
Sheet 1,859'075 1,087,268
2. DIVIDEND:
Your Directors do not recommend any dividend for the Financial Year
ended March 31, 2015.
3. TRANSFER TO RESERVES:
The Company has proposed to transfer Nil amount to the General Reserve
out of amount available for appropriations.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:
Particulars required to be furnished by the Companies as per Rule 8 of
Companies (Accounts) Rules, 2014, are as follows:
A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and
Sub-Rule 3 (B) pertaining to Technology absorption are not applicable
to the Company.
B. Foreign exchange earnings and Outgo: There are NIL Foreign Exchange
earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
5. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:
No material changes and commitments have occurred after the close of
the year until the date of this Report, which affect the financial
position of the Company.
6. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company
during the year under review.
7. DETAILS OF NEW SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no New Subsidiary/Joint ventures/Associate Companies
8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES:
There are no Company who ceased to be its Subsidiary/Joint
ventures/Associate Companies.
9. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has adequate and effective control systems, commensurate
with its size and nature of business, to ensure that assets are
efficiently used and the interest of the Company is safe guarded and
the transactions are authorized, recorded and reported correctly.
Checks and balances are in place to determine the accuracy and
reliability of accounting data. The preventive control systems provide
for well-documented policy, guidelines, and authorization and approval
procedures. The Company has also developed a Risk Assessment policy and
is reviewed by the Board of Directors.
10. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies
Act, 2013 read with The Companies (Management and Administration)
Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this
Report in Annexure I and is a part of this Report. The same is as on
March 31,2015.
11. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
73(1) of the Companies Act, 2013 and the Rules made thereunder.
12. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The Company has not provided any loans and guarantees and made
following investments pursuant to Section 186 of the Companies Act,
2013 read with the Companies (Meetings of the Board and its Powers)
Rules, 2014.
13. BOARD MEETINGS:
The Board of Directors (herein after called as "the Board") met for
four times during the Year under review:
Sr. Date of Venue and time Directors present
No. Meetings of the meeting
Venue: 384-M, 1. Mr. Dilip Kailashprashad
1. 30.05.2015 Dabholkarwadi, Sanghai
Kalbadevi Road, 2. Mr. Sharad Kumar
Mumbai- 400002. Nandkishore Sureka
3. Mr. Bhim Sen Indersen
Time: 4:00 P.M. Mittal
4. Mr. Subramani Seetharaman
1. Mr. Dilip Kailashprashad
Sanghai
Venue: 384-M,
Dabholkarwadi, 2 Mr Sharad Kumar
Kalbadevi Road, Nandkishore Sureka
2. 14.08.2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen
Mittal
Time: 4:30 PM. 4. Mr. Subramani
Seetharaman
1. Mr. Dilip Kailashprashad
Sanghai
Venue: 384-M,
Dabholkarwadi, 2 Mr. Sharad Kumar
Kalbadevi Road, Nandkishore Sureka
3. 13 112015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen
Mittal
Time: 4:30 PM. 4. Mr. Subramani
Seetharaman
1. Mr. Dilip Kailashprashad
Sanghai
Venue: 384-M,
Dabholkarwadi, 2 Mr. Sharad Kumar
Kalbadevi Road, Nandkishore Sureka
4. 12 02 2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen
Mittal
Time: 4:00 P.M. 4. Mr. Subramani
Seetharaman
Venue: 384-M, 1. Mr. Dilip Kailashprashad
Dabholkarwadi, Sanghai
5. 24 03 2015 Kalbadevi Road, 2. Mr. Sharad Kumar
Mumbai- 400002. Nandkishore Sureka
3. Mr. Bhim Sen Indersen
Time: 10:30 P.M. Mittal
4. Mr. Subramani Seetharaman
1. Mr. Dilip Kailashprashad
Sanghai
Venue: 384-M,
Dabholkarwadi, 2 Mr Sharad Kumar
Kalbadevi Road, Nandkishore Sureka
6. 29 03 2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen
Mittal
Time: 5:30 PM. 4. Mr. Subramani
Seetharaman
Sr. Date of Venue and time Directors to
No. Meetings of the meeting whom Leave of
absence was
granted
Venue: 384-M, None
1. 30.05.2015 Dabholkarwadi,
Kalbadevi Road,
Mumbai- 400002.
Time: 4:00 P.M.
Venue: 384-M,
Dabholkarwadi,
Kalbadevi Road, None
2. 14.08.2015 Mumbai- 400002.
Time: 4:30 PM.
Venue: 384-M,
Dabholkarwadi,
Kalbadevi Road, None
3. 13 112015 Mumbai- 400002.
Time: 4:30 PM.
Venue: 384-M,
Dabholkarwadi,
Kalbadevi Road, None
4. 12 02 2015 Mumbai- 400002.
Time: 4:00 P.M.
Venue: 384-M,
Dabholkarwadi,
5. 24 03 2015 Kalbadevi Road, None
Mumbai- 400002.
Time: 10:30 P.M.
Venue: 384-M,
Dabholkarwadi,
Kalbadevi Road, None
6. 29 03 2015 Mumbai- 400002.
Time: 5:30 PM.
14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key managerial personnel are as follows:
Sr. Date of
No Name of the Director Particulars appointment/
resignation
Appointment as an
1. Mr. Mahesh Oza 29.03.2015
Additional Director
Appointment as an
2. Ms. Sharda Kagzi 24.03.2015
Additional Director
3. Ms. Rashmi Newalkar Appointment an 31.03.2015
Additional Director
4. Ms. Sharda Kagzi Resigned 07.04.2015
5. Mr. Subramani Seetharaman Resigned 07.04.2015
15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER
SECTION 149 (6) OF THE COMPANIES ACT, 2013:
As per the provisions of Section 149(4) of the Companies Act, 2013
every listed public company shall have at least one-third of the total
number of directors as Independent Directors.
In view of the above, your Company has duly complied with the provision
by appointing following Independent Directors:
Sr. Name of the Independent Date of Date of passing
No. Director appointment / of special
Reappointment resolution
(if any)
1. Mr. Sharad Kumar Nandkishore 29.09.2015
Sureka
2. Ms. Rashmi Newalkar 31.03.2015 -
3, Mr. Mahesh Oza 29.03.2015 -
All the above Independent Directors meet the criteria of '
Independence' prescribed under section 149(6) and have submitted
declaration to the effect that they meet with the criteria of
'Independence' as required under section 149(7) of the Companies Act,
2013.
16. COMMITTEES OF BOARD:
I. Nomination and Remuneration Committee:
The 'Nomination and Remuneration Committee' consists of three Directors
with two independent directors and one executive director with the
Chairman being the Independent Director, and the said constitution is
in accordance with the provisions of Section 178 of the Companies Act,
2013. The Committee acts in accordance with the Terms of Reference as
approved and adopted by the Board.
The Composition of the Committee is as under:
Chairman: Mr. Sharad Kumar Nandkishore Sureka
Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai
II. Audit Committee:
In accordance with the provisions of Section 177 of the Companies Act,
2013 your Company has constituted an "Audit Committee" comprising of
minimum three directors consisting of two non- executive Independent
directors and one executive director with the Chairman being
Independent director. The Audit Committee acts in accordance with the
Terms of Reference specified by the Board in writing.
The Composition of the Committee is as under:
Chairman: Mr. Sharad Kumar Nandkishore Sureka
Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai
The terms of reference of the Audit Committee are broadly stated as
under:
1. Recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
2. Review and monitor the auditor's independence and performance, and
effectiveness of audit process;
3. Examination of the financial statement and the auditors' report
thereon;
4. Approval or any subsequent modification of transactions of the
company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the company, wherever it is
necessary;
7. Evaluation of internal financial controls and risk management
systems;
8. Monitoring the end use of funds raised through public offers and
related matters.
III. THE VIGIL MECHANISM:
Your Company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company
has established a Whistle Blower Policy & Vigil Mechanism in accordance
with the provisions of the Companies Act, 2013 for reporting the
genuine concerns or grievances or concerns of actual or suspected,
fraud or violation of the Company's code of conduct. The said Mechanism
is established for directors and employees to report their concerns.
The policy provides the procedure and other details required to be
known for the purpose of reporting such grievances or concerns. The
same is uploaded on the website of the Company.
17. QUALIFICATION GIVEN BY THE AUDITORS
There are no qualifications, reservation or adverse remarks or
disclaimers made by the Statutory Auditors of the Company in their
report.
18. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
The Company has not entered into transactions with related parties in
accordance with the provisions of the Section 188 of Companies Act,
2013 and the rules made thereunder.
19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND
INDIVIDUAL DIRECTORS:
During the year, the Board adopted a formal mechanism for evaluating
its performance and as well as Individual Directors, including the
Chairman of the Board. The Board considered and approved the evaluation
policy for evaluating the performance of Independent Directors and
adopted the evaluation policy for evaluating the performance of the
Directors by the Nomination and Remuneration Committee.
Having regard to the industry, size and nature of business your company
is engaged in, the evaluation methodology adopted is, in the opinion of
the Board, sufficient, appropriate and is found to be serving the
purpose.
20. AUDITORS:
M/s. V. K. Beswal & Associates, Statutory Auditors of your Company,
retires at the ensuing Annual General Meeting and are eligible for
re-appointment. The Auditors have given their consent in writing and
have furnished a certificate to the effect that their re-appointment,
if made, would be in accordance with the provisions of Section 139(1)
and that they meet with the criteria prescribed under section 141 of
the Companies Act, 2013. Directors recommend their re-appointment in
the ensuing Annual General Meeting.
21. SECRETARIAL AUDITOR
Your Company had appointed M/s. Pramod S. Shah and Associates as a
Secretarial Auditor of the Company, according to the provision of
section 204 of the Companies, Act 2013 for conducing secretarial audit
of Company for the financial year 2014 - 15.
M/s. Pramod S. Shah and Associates have issued their Audit report, the
same is appended as Annexure II.
22. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL
PERSONNEL AND EMPLOYEES;
a. None of the employees of the Company is drawing remuneration in
excess of the limits prescribed under Rule (5)(2), Chapter XIII as
provided under Section 197 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
b. The further details with regard to payment of remuneration to
Director and Key Managerial Personnel is provided in Form No. MGT 9-
extract of annual return appended as Annexure I
23. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with provisions of section 134(3)(c) and 134(5) of the
Companies Act, 2013, your Directors state the following:-
(a) In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III 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 judgements 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 were operating effectively and;
(f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
24. Acknowledgement
Your Directors place on record their sincere gratitude for the
assistance, guidance and cooperation the Company has received from all
stakeholders. The Board further places on record its appreciation for
the dedicated services rendered by the employees of the Company.
For and on behalf of the Board of Directors
Date: May 29, 2015 Sd/- Sd/-
Place: Mumbai Dilip K. Sanghai Sharad Kumar Sureka
Director Director
Registered Office:
384-M, Dabholkarwadi, Sd/-
3rd Floor, Kalbadevi Road, Rashmi Newalkar
Mumbai- 400002 Director |