In view of the losses during the year and accumulated losses of earlier
years, your Directors express their inability to declare dividend for
the year under review.
5. Public Deposit
The Company has neither invited nor accepted any Public Deposit within
the meaning of the Section 73 and Section 76 of the Companies Act, 2013
and rules made framed there under, during the year under review. There
are no unpaid and unclaimed deposits at the end of Financial Year
2014-15. Further, there was no default in repayment of Deposits and
payment of interest thereon during the year.
6. Subsidiaries, Associate and. Joint Venture Companies:
The Company does not have Subsidiary, Associate and Joint Venture
Companies.
7. Extracts of the Annual Return of the Company:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the extract of the Annual Return as at 31st March, 2015,
in the prescribed form MGT - 9, forms part of the report and is annexed
as Annexure I to this report.
8. Number of meetings of the Board/Committees of Board:
During the Financial Year 2014-15, five (5) Board Meetings were
convened and held (excluding meeting of Independent Directors). The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Agreement. '
The Board of Directors has constituted four committees namely - Audit
Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee
which enables the Board to deal with specific areas/activities that
need a closer review and to have an appropriate structure to assist in
the discharge of their responsibilities. The details of the composition
of the Audit Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee and their respective terms of
reference are included in the Corporate Governance Report forming part
of the Annual Report. The Board Committees meet at regular intervals
and ensure to perform the duties and functions as entrusted upon them
by the Board.
The details of the Board meetings held during the year and that of
Audit Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee are also set out in the Corporate Governance
Report forming part of the Annual Report.
9. Details about Directors and KMPs who were Appointed/Resigned during
the' Financial Year. N Details of Directors
Sr.
No Name Designation Appointment W.E.F.
/Resignation
1 Mr. Ashok Kadakia Independent
Director Appointment 30.09.2014
2. Mr. Dinesh Patel Independent
Director Appointment 30.09.2014
Name Remarks
Mr. Ashoke kadakai Appointed by the shareholders at the
Annual General Meeting held on 30.09.2014
Mr. Denesh patel Appointed by the shareholders at the
Annual General Meeting held on 30.09.2014.
ii) Details of KMPs
Sr.
No. Name Designation Appointment; W.E.F.
Resignation
1 Suhas Pawar Company Appointment 1.09.2014
Secretary
2 Suhas Pawar Company Resignation 30.10.2014
Secretary
3 Mahendra CEO Appointment 31.03.2015
Thacker
4 Rajesh Parikh CFO Appointment 31.03.2015
Name Remarks
SUuhash pawar Appointed by Board of Director at the
Board meeting held on 31.07.2014
Suhash pawar Resignation taken on record at the
Board Meeting held on 30.10.2014
Mahendra Thaker Appointed by Board of Director at the
Board meeting held on 31.03.2015
Rajesh parich Appointed by Board of Director at the
Board meeting held on 31.03.2015
10. Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr.
Mahendra Thacker (DIN - 01405253), Director of the Company retires by
rotation and offers himself for re-appointment.
11. A Statement on declaration given by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013.
12. Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c)of the Companies
Act,2013
(a) that in the preparation of the annual financial statements for the
year ended March 31,2015, 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 as on 31st March, 2015 and of the loss 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;
(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.
13. Auditors
The Company's Auditors M/s. R. Kabra & Co., Chartered Accountants,
Mumbai (FRN-104502W) were appointed at the 23rd Annual General Meeting
(AGM) held on 30.09.2014 for a period 3 (Three) years i.e. from the
Conclusion of 23rd AGM until the conclusion of 26th AGM subject to
ratification by Members at every subsequent AGM. However, M/s. R. Kabra
& Co., Chartered Accountants, Mumbai (FRN-104502W) vide their letter
dated 10.07.2015 had expressed their inability to continue as the
Statutory Auditors of the Company from the conclusion of the 24th AGM
of the Company Financial Year due to other pre-occupation. Therefore,
your Directors approached M/S; R. K. Patni &Co., Chartered Accountants,
Mumbai (FRN-131257W), who had expressed their willingness and
eligibility to act as Statutory Auditors of the Company and also
furnished the Certificate certifying that they fulfill the criteria
pursuant to Section 141 of the Companies Act, 2013. Accordingly, on
recommendation of the Audit Committee and subject to approval of the
Members they were appointed as the Statutory Auditors of the Company to
hold office from the conclusion of this AGM till the conclusion of 29th
AGM subject to ratification by Members at every subsequent AGM on such
Remuneration as may be decided by the Board of Directors of the
Company.
14. Internal Auditors, Internal Control System and their Adequacy:
Pursuant to provisions of Section 138 of the Companies Act, 2013 and
relevant Rules framed there under, the Company has appointed M/s M. H.
Dalai & Associates, Chartered Accountants, Mumbai (Firm Registration
Number - 112449W) as Internal Auditors of the Company for the Financial
Year 2014-15. The Internal Auditors are require to report to the Audit
Committee of the Board after conducting comprehensive audit of
operations of the Company.
In order to attain the corporate objectives, strict internal controls
systems were implemented across the organization. The Audit Committee
reviews adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations on
regular basis. The audit function maintains its independence and
objectivity while carrying out assignments. It evaluates on a
continuous basis, the adequacy and effectiveness of internal control
mechanism. The function also proactively recommends improvement in
policies and processes, suggests streamlining of controls against
various risks. Your Company has laid down set of standards, processes
and structure, which enables it to implement internal financial control
across the Company and ensure that the same are adequate and operating
effectively.
15. Policies on appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section
178:
The Company has a Nomination and Remuneration Policy formulated in
compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules framed there under and as amended from time to
time. The policy shall apply to all Directors (Executive, Non Executive
& Independent), Key Managerial Personnel and Senior Management. The
Policy laid down the roles of the Committee, criterion for appointment
of Directors, Key Managerial Personnel and Senior Management and
parameters for determining the remuneration of Directors, Key
Managerial Personnel, Senior Management and other employees.
16. Whistle Blower Policy:-
Pursuant to-the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company
has adopted a Whistle Blower Policy, which provides for a vigil
mechanism that encourages and supports its Directors/Committee Members
and employees to report instances of unethical behavior, actual or
potential fraud or violation of the Company's Code of Conduct or Ethics
policy. It also provides for adequate safeguards against victimization
of persons who use this mechanism and direct access to the Chairperson
of the Audit Committee in exceptional cases.
17. Corporate Social Responsibility:
Though the provisions of Section 135 of The Companies Act, 2013 and
Rules framed there under regarding Corporate Social Responsibility are
not applicable to the Company, the Company has framed the Corporate
Social Responsibility (CSR) Committee as per the requirement of
Companies Act, 2013, which consists of Mr. Mahendra Thacker (Executive
Director), Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok
Kadakia (Independent Director). The Company believes that Corporate
Social Responsibility (CSR) is the continuing commitment for improving
the quality of life of the society at large.
18. Reservation and qualification on Auditor Report.
Regarding qualification made by the Auditors in their Report on Note
no. 21 of Accounts and point no. (i)(c) of Annexure to Auditors' Report
w.r.t. Going Concern Concept, we state as under: The Company is having
liquid funds and is looking for some good avenue of business. The
Company has invested most of its liquid funds on short term basis so
that funds can be available whenever required.
The qualifications made in the Auditor's Report are self-explanatory
and therefore do not call for any further comments.
19. Details in respect of frauds reported by Auditors pursuant to
section 143(12) of the Companies Act, 2013:
During the year under review, there were no incidences of fraud
reported by Auditors.
20. Secretarial Audit report given by Company Secretary in practice:
Pursuant to the provisions of Section 204 of the Companies Act, 2013and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the Company has appointed M/s
Sanjay Dholakia & Associates, Company Secretaries, Mumbai, to undertake
the Secretarial Audit of the Company. The Report of the Secretarial
Audit Report is annexed as Annexure - II to this Report. The said
report, does not contain any qualification, reservation or adverse
remarks.
21. Disclosures relating to Loans, Guarantees or Investments made by
company under section 186.
During the year under review, the Company had not given any Loans and
Guarantees. The details of Investments made by the Company, as covered
under the provisions of Section 186 of the Companies Act, 2013 are duly
mention in the Notes to Accounts forming the part of Annual Financial
Statements for the year ended 31st March, 2015.
22. Particulars of contracts or arrangements with related parties
referred to in sub-section(1) of section 188:
There were no Related Party Transactions during the year under review.
23. Corporate Governance Report and Management Discussions and
Analysis:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled 'Report on Corporate Governance' and
'Management Discussion Analysis (as per Annexure - III)' forms part of
this Annual Report.
The Report on Corporate Governance also includes certain disclosures
that are required, as per Companies Act, 2013. Auditors' Certificate
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement also forms part of
this Annual Report.
24. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
Financial Year Financial Year of the company to which the financial
statements relate and the date of the report:
In terms of the information required under Sub-section (3)(l) of
Section 134 it is to be noted that there are no material Changes and
commitments affecting the financial position of the company have.
occurred between the end of the Financial Year of the company to which
the financial statements relate and the date of the report. <
25. Conservation of energy & technology absorption and Foreign
exchange earnings and Outgo.
A. Since the Company does not carry any manufacturing activities,
particulars to be disclosed with respect to Conservation of energy &
technology absorption under Section 134 (3) (m) of | Companies Act,
2013 read with Companies (Accounts) Rules, 2014, are not applicable.
B. During the year under review there has been no earnings and outgo
in foreign exchange.
26. Disclosures about annual performance evaluation by the Directors
of the Company of its own and committees and Individual Directors The
Nomination and Remuneration Committee laid down the criteria for
performance evaluation of Directors including Independent Directors,
Board of Directors and Committees of the Board. The criteria for
performance evaluation covers the areas relevant to their functioning
as independent directors or other directors, member of Board or
Committees of the Board.
27. 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 were no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and
the Company's future operations except the following:
Revocation of Suspension of trading of equity:
During the Financial Year, Company has paid Rs. 24,71,920 to BSE Ltd
towards Revocation of Suspension in trading of equity shares on BSE on
02.06.2014. In October, 2014, BSE Ltd has revoked the suspension on
trading of the equity Shares of the Company. Accordingly now the
Company's Equity shares can be traded on BSE along with NSE.
28. Information in terms of under Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel Rules, 2014) The information
pertaining to Rule 5 of the Company (Appointment and Remuneration of
Managerial Personnel Rules, 2014) is given as below:
(i) the ratio of the remuneration of each Director to the median
remuneration of the Employees of the company for the Financial Year is
not required to be mentioned as there were no employees in the Company
during the year under review;
(ii) during the year under review, no remuneration was paid to
Directors of the Company. The salary of Rs. 25,000/- p.m. was paid to
Mr. Suhas Pawar, Company Secretary of the Company for a period of two
months. Mr. Rajesh Parikh and Mr. Mahendra Thacker were appointed as
Chief Financial Officer and Chief Executive Officer respectively w.e.f.
31.03.2015. There was no Manager in the Company;
(iii) the details w.r.t. the percentage increase in the median
remuneration of employees in the Financial Year is not required to be
given, as there were no employees in the Company during the year under
review;
(iv) there were no permanent employees during the year under review;
(v) the explanation on the relationship between average increase" in
remuneration and company performance is not required to be given, as
there were no employees during the year under review;
(vi) Mr. Suhas Pawar was appointed as Company Secretary of the Company
as all Companies having paid up capital of Rs. 5 Crores or more are
required to appoint Whole-Time Company Secretary in employment.
(vii) variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current Financial Year and
previous Financial Year and percentage, increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies:
Stock Market Market Market
exchange Price as on Price as on Capitalization
31.03-2014 31.03.2015 as on31.03.2014
As per BSE - 3.21 -
As per NSE 420 4.25 60155760
Stock exchange Market PE Ratio as on PE Ratio as on
Capitalization 31.3.2014 31.03,2015
as on 31.03.2015
As per BSE 45976188 - 16.89
As per NSE 60871900 -12.73 -22.37
(viii) the details w.r.t. average percentile increase already made in
the salaries of employees other than the managerial personnel in the
last Financial Year and its comparison with the percentile increase in.
the managerial remuneration and justification thereof, is not required
to be given as there were no employees in the previous Financial Year
and during the year under review and no managerial remuneration was
paid;
(ix) the details w.r.t. the key parameters for any variable component
of remuneration availed by the Directors is not required to be given as
no remuneration was paid to the Directors;
(x) the details w.r.t, the ratio of the remuneration of the highest
paid Director to that of the Employees who are not directors but
receive remuneration in excess of the highest paid director during the
year, is not required to be given as no remuneration was paid to
Directors and there were no employees during the year under review; and
(xi) the details w.r.t. affirmation that the remuneration is as per the
remuneration policy of the company, is not required to be given as
there wene no employees and no remuneration was paid to Directors.
Further, Remuneration paid to Mr. Suhas Pawar, Company Secretary of the
Company, was paid as per the Remuneration Policy of the Company.
29. Risk Management:
Your Company recognized that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner
there are no risks which in the opinion of the board affect the company
operations on going concern basis. The Board periodically reviews the
risks & measures are taken for mitigation.
30. Prevention of Sexual Harassment:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual
harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed hereunder. No complaints were
received during the year under the said policy.
31. Acknowledgement
The Directors gratefully acknowledge all stakeholders of the Company
viz. Members and banks for the excellent support received from them
during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.
For and on behalf of the Board of Directors
sd/-
Place Mumbai MAHENDRATHACKER
Date: 10.08.2015 CHAIRMAN
DIN-01405253