| Dear Members,
The Directors' have pleasure in presenting their 22ndAnnual Report
together with the Audited Statement of Accounts for the year ended
March 31st, 2015.
FINANCIAL RESULTS
The financial results of the Company for the year ended March 31st,
2015 compared to the previous year are summarized below:
(Rs. in Lacs)
Particulars Financial Year Financial Year
2014-15 2013-14
Gross Profit (Loss) After Interest But (1566.82) (548.30)
Before Depreciation & Taxation
Depreciation - -
Profit Before Income Tax After (1566.82) (548.30)
Depreciation
Short Provision of Earlier Years - -
Prior Period Expenses - -
Provision For Taxation - -
(1566.82) (548.30)
Net Profit (Loss)after Tax
PERFORMANCE AND FUTURE PROSPECTS
During the year, your company has not carried out any business or
operational activities. The Company is improving its financial
position.
DIVIDEND& RESERVES
The Directors do not recommend any dividend for the Financial Year
ended 31st March, 2015. During the year under review, no transfers
were made to General Reserves.
CHANGE IN THE NATURE OF BUSINESS
There are no changes in the nature of business during the Financial
Year 2014 - 2015.
INTERNAL FINANCIAL CONTROL
The Company has effective internal financial control and risk
mitigation system which are constantly assessed and strengthened. The
Audit committee actively reviews the adequacy and effectiveness of the
Internal Financial control and suggests the improvements for the same.
SUBSIDIARY/JOINT VENTURES
The Company has no subsidiaries or joint ventures with any other
entities.
RELATED PARTY TRANSACTIONS
Your Company has not entered in to any transactions with related
parties falling under the purview of section 188 of the Companies Act
2013 and Rules made there under.
DEPOSITS
The Company has not accepted any deposits under the Companies Act 2013
for the Financial Year 2014 - 2015.
AUDITORS' REPORT
The Statements made by the Auditors in their report are
self-explanatory and do not require any comments by the Board of
Directors.
STATUTORY AUDITOR
The Statutory Auditors M/s Sarda & Pareek, Chartered Accountants hold
office until the conclusion of the ensuing Annual General Meeting and
are recommended for re-appointment to hold the office from conclusion
of the forthcoming Annual General Meeting till the conclusion of the
next Annual General Meeting of the Company. Certificate from the
Auditors has been received to the effect that their re-appointment if
made, would be within limits prescribed under Section 139 of the
Companies Act, 2013.
SHARE CAPITAL
A) Issue of Equity Shares with Differential Rights: The Company has not
issued any equity shares with differential rights during the Financial
Year 2014 - 2015.
B) Issue of Sweat Equity Shares: The Company has not issued any Sweat
Equity Shares during the Financial Year 2014 - 2015.
C) Issue of Employee Stock Options: The Company has not issued any
Employee Stock Options during the Financial Year 2014 - 2015.
EXTRACT OF ANNUAL RETURN
The details forming the part of the extract of the Annual Return in
Form MGT 9, as required under Section 92 of the Companies Act 2013, is
included in this Report as Annexure - A and forms an integral part of
this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information relating to conservation of energy and technology
absorption by the Companies annexed to the report as "Annexure B".
FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review there were no earnings in foreign exchange
and there was no foreign exchange out go.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of the Companies Act, 2013 relating to CSR Initiatives
are not applicable to the Company.
DIRECTORS
A) Changes in directors and appointment of Key Managerial Personnel :
During the year under review, the Company appointed Ms. Muninder Kundan
as an Additional Director until the conclusion of the forthcoming
Annual General Meeting. It is proposed to appoint Ms. Muninder Kundan
as Non Executive Independent Director of the Company in ensuing Annual
General Meeting.
During the year under review, Mr. Mangesh Gaikwad, have resigned from
the Board due to pre -occupation. The company appreciates his valuable
contribution during his tenure.
B) Declaration by Independent Directors and Re-appointment of Directors:
All the Independent Directors have given the declarations that they
meet the criteria for Independence as laid down under Section 149(6) of
the Companies Act 2013 and Clause 49 of the Listing Agreement.
C) Board Evaluation :
Pursuant to the provisions of the Companies Act 2013, and clause 49 of
the Listing Agreement, a structured questionnaire was prepared for the
evaluation of the Independent Directors and the Board. The Board of
Directors expressed their satisfaction with the evaluation process.
During the year Board duly met 9 (Nine) times. The details of the
number of meetings of the Board held during the Financial Year 2014
-2015 forms a part of the Corporate Governance Report.
AUDIT COMMITTEE
The composition of the Audit Committee and the number of Audit
Committee meetings held during the Financial Year 2014 - 2015 forms a
part of the Corporate Governance Report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism policy to report genuine concerns or
grievances. The details form a part of the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Key managerial personnel and Senior Management and their remuneration.
The Nomination & Remuneration Policy is stated in the Corporate
Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/s 186 OF THE
COMPANIES ACT 2013
The Company has not given any loan, guarantee or security in connection
with any loan to any other body corporate or person exceeding the
specified limits mentioned under section 186(2) of the Companies Act
2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and
the rules made there under the Company has appointed M/ s Priti J Sheth
& Associates, a firm of Company Secretaries in Practice (C.P. No 5518)
to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is included as "Annexure C" and forms an
integral part of this report.
Boards Comments on Qualifications/ Observations by Secretarial Auditor:
As there were no operations during the year and consequent inadequacy
of funds, Management was unable to appoint any Key Managerial
Personnel, internal auditor as required under the provisions of
Companies Act 2013.
Company has its website however same is not functioning. The management
is in process to reactivate the same at the earliest.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Secretarial
Auditor's confirming compliances, forms an integral part of this
Report.
RISK MANAGEMENT POLICY
The Company has a dynamic Risk Management framework to identify,
evaluate business risks and opportunities. The framework helps in
identifying risks, exposure and potential impact analysis for the
Company level. The details form a part of the Corporate Governance
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained, your Directors make the
following statements in terms of Section 134(3) (c) of the Companies
Act 2013:
1. That in preparation of the Annual Accounts for the year ended 31st
March 2015, the applicable accounting standards have been followed
along with the proper explanation relating to material departures , if
any;
2. 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 at March 31,2015 and of the profit
of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the
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 fraud and other
irregularities.
4. That the Directors have prepared the annual accounts on a going
concern basis.
5. That 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;
6. That 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.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the
contribution made by the employees to the operations of the Company
during the period.
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Rule 5
(2) of Companies (Appointment and Remuneration) Rules, 2014 and
therefore no disclosures need to be made under the said section.
ACKNOWLEDGEMENTS
The Board of Directors of acknowledge the continued support and
co-operation extended by the Statutory Authorities, Government
Authorities, Bankers, Stock Exchange, Stake holders and employees of
the Company.
By Order of the Board
For Sigrun Holdings Limited
Sd/- Sd/-
Vinayak Bhat Muninder Kundan
Director Director
DIN: 05175508 DIN: 07028299
Place: Mumbai
Date: 10th August 2015
| 