| Dear Members,
The Directors have pleasure in presenting the Annual Report and the
Audited Statement of Accounts for the year ended 31 March, 2015.
FINANCIAL PERFORMANCE
(In Rs.)
Particulars 2014-2015 2013-2014
Total Income/Loss 12,725,827.00 9,826,511.00
Less: Total Expenses 12,384,187.64 9,670,673.51
Profit Before Tax 341,639.36 155,837.49
Profit/Loss after Tax 236,072.36 107,683.49
DIVIDEND
During the year under review, to plough back the profits in the
business activity, no dividend is recommended this year.
RESERVE AND SURPLUS
The amount of Rs.236,072.36 is being transferred in the reserve and
Surplus as the Current year profit.
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 12,725,827/-
as against income of Rs. 9,826,511/- in 2013-14.
CHANGE IN THE SHARE CAPITAL
During the period under review, The Authorized Share Capital as on
March 31, 2015 is Rs. 50,000,000 (Rupees Five crores only) (50,000,000
shares of Rs.1/each). During the year under review, the face and paid
up value of equity shares has been sub divided from Rs. 10 each to Rs.
1 each.
Also, the Board of Directors of the Company has also proposed the
consolidation of face value/paid up of equity shares from Rs. 1 each to
Rs. 10 each.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect
the financial position of the Company occurred between the end of the
financial year of the Company and date of this report.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
constitution of a Risk Committee, which will work towards creating a
Risk Register, identifying internal and external risks and implementing
risk mitigation steps. The Committee will, on a quarterly basis,
provide status updates to the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given herein below:
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule
5(2) of the said rule which is available for inspection by the Members
at the Registered Office of the Company during the business hours on
working days of the Company upto the date of ensuing Annual General
Meeting. If any Member is interest in inspecting the same, such Member
may write to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Sr. Name of Remuneration % increase in
No. Director/KMP and of Director/ Remuneration
Designation KMP for FY in FY 2014-
2014-15 (Rs. 15**
In Lakhs)
1. Mr. Ghanshyam Nil N.A.
Sharma, Whole Time
Director
2. Mr. Krishan Kumar, 16,000 NA
Company Secretary
Sr. Name of Ratio of Ratio of
No. Director/KMP and Remuneration Remuneration
Designation of of
Director to Director to
Median Median
Remuneration Remuneration
of of
employees Employees
1. Mr. Ghanshyam N.A. N.A.
Sharma, Whole Time
Director
2. Mr. Krishan Kumar, N.A. N.A.
Company Secretary
During the year under review, Mr. Krishan Kumar resigned from the post
of Company Secretary w.e.f 1st June, 2014.
The number of permanent employees as on 31st March 2015 was 2.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2014-15 exceeded the
remuneration of any of the Directors.
Company's performance has been provided in the Directors' Report which
forms part of the Board Report.
Market Capitalisation was Rs. 21.38 crores of 2014-15 as against Rs.
Rs. 4.11 crores of 2013-14.
The key parameter for the variable component of key managerial
personnel(s) is linked with Company performance and Individual
performance.
The remuneration of Directors, KMPs and other employees is in
accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH
SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED
MARCH 31, 2015 -NOT APPLICABLE
DEPOSITS
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014. No amount of principal or
interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2015, provision
of section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions
and there is no adverse action against the business operations of the
Company.
STATUTORY AUDITORS
The existing Auditors M/s. HONEY MARWAH & ASSOCIATES, Chartered
Accountants, retire at the conclusion of the ensuing Annual General
Meeting has given a letter to the effect that their appointment, if
made, would be in accordance with the Act and that they are not
disqualified for such appointment. And therefore, the Board of Director
has recommended them to be re-appointed as Statutory Auditor of the
Company for the financial year 2015-2016.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and therefore, in the opinion of the Directors, do
not call for further comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed
to the Report, as Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014 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.
There was no foreign exchange earning & outgo during the financial year
under review.
CHANGE OF REGISTERED OFFICE
During the period, the Company has changed its Registered Office w.e.f.
August 06, 2014 from 202A, Arunachal Building, Barakhamba Road, New
Delhi - 110001 to 114, Triveni Complex, Jawahar Park, Laxmi Nagar,
Delhi - 110092.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply
with the provisions related to Corporate Social Responsibility on the
basis of its financial statement.
DIRECTOR'S & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review 2014-15, Ms. Geeta Bharti was co-opted as
Additional Director on the board of the company with effect from 16th
March, 2015 and who ceases to hold the office at this Annual General
Meeting and in respect of whom a notice under section 160 of the
Companies Act, 2013 has been received from a member along with requisite
deposit proposing their candidatures for the office of a Director on the
Board of the Company.
During the period under review, Mr. Tarun Chauhan and Mr. Ghanshyam
Sharma have resigned from the Board of the company with effect from
16th March, 2015 and 23rd June, 2015 respectively.
During the year under review 2014-15, Mr. Krishna Kumar has resigned
from the post of company secretary and Ms. Neelam Beniwal who was
appointed as company secretary w.e.f. 02.06.2014 in his placed also
resigned on 15.07.2014 from the Company.
b) Declaration by an Independent Director(s) and re- appointment, if
any
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, and Listing Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholder Relation committee.
Sexual Harassment:
The Company has zero tolerance for Sexual Harassment at workplace and
has adopted a Policy on prevention of Sexual Harassment in line with
the provisions of Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redresssal) Act, 2013 and the Rules made thereunder.
There was no complaint on sexual harassment during the year under
review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
BOARD MEETINGS
During the year Fifteen Board Meetings were convened and held. The
details of which are given below. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
S. Date of Meeting Total No. of No. of Directors
No. Directors attended
on the Date
of Meeting
1 03.05.2014 4 4
2. 29.05.2014 4 4
3. 01.06.2014 4 4
4 02.06.2014 4 4
5 21.06.2014 4 4
6. 15.07.2014 4 4
7. 06.08.2014 4 4
8. 13.08.2014 4 4
9. 03.09.2014 4 4
10. 05.11.2014 4 4
11. 13.11.2014 4 4
12. 05.12.2014 4 4
13. 13.02.2015 4 4
14. 16.03.2015 4 4
15 30.03.2015 4 4
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the
requirements Section 177 of the Companies Act, 2013. Audit Committee
met 5 times during the financial year 2014-15 on 29.05.2014,
13.08.2014, 03.09.2014, 13.11.2014 and 13.02.2015 and following is the
composition as on 31.03.2015:
Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and
Independent Director
Mr. Gambheer Singh Member Non Executive and
Independent Director
Mr. Vikas Saini Member Non Executive and
Non Independent Director
COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE
The Composition and terms of reference of the Committee satisfy the
requirements Section 178 of the Companies Act, 2013. The Committee met
4 times during the financial year 2014-15 on 29.05.2014,
13.08.2014, 03.09.2014, 13.11.2014 and 13.02.2015 and following is the
composition as on 31.03.2015:
Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and
Independent Director
Mr. Gambheer Singh Member Non Executive and
Independent Director
Mr. Vikas Saini Member Non Executive and
Non Independent Director
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee
to align with the requirements prescribed under the provisions of the
Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration
Committee are given below as on 31.03.2015:
Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and
Independent Director
Mr. Gambheer Singh Member Non Executive and
Independent Director
Mr. Vikas Saini Member Non Executive and
Non Independent Director
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The
Companies (Meeting of Board and its Powers) Rules, 2014, Company is
required to establish a Vigil Mechanism for its Directors and employees.
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is
explained in corporate governance report and also posted on the website
of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and
Investments covered under the provisions of Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related
parties which may have a potential conflict with the interest of the
Company at large. The details of transactions with the Company and
related parties are given for information under notes to Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read
with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 The Board has on the recommendation
of the Nomination & Remuneration Committee framed a Policy for
Selection and appointment of Directors, Senior management and their
Remuneration.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures provide for adequate checks and
balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED
IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with
Rule 9 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. K.K. Mishra &
Associates, Company Secretaries, to undertake the Secretarial audit of
the Company for the Financial Year 2014-15 and the report is attached
herewith.
With respect to the qualifications, the Company is searching the best
candidate for the post of Company Secretary and Chief Financial
officer, and would try to intimate and file the required
information/compliances timely.
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
No significant and material orders have been passed by the regulators
or courts or tribunals, impacting the going concern status and
company's operations in future.
AUDIT OBSERVATIONS
Auditors' observations are suitably explained in notes to the Accounts
and are self-explanatory
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are
in receipt of Remuneration which requires disclosures under Section 134
of the Companies Act, 2013 and Companies (Particulars of Employees)
Rules, 1975.
During the year under review, relationship with the employees is
cordial.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
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 and that such systems were
adequate and operating effectively.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various
departments of the Central and State Government, Bankers, Material
Suppliers, Customers and Shareholders for their continued support and
guidance.
The Directors wish to place on record their appreciation for the
dedicated efforts put in by the employees of the Company at all levels
By Order of the Board of Directors
For Angels Enterprises Limited
Sd/- Sd/-
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