| The Directors have pleasure in presenting the Board's Report of your
Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars Standalone
Particulars 2014-2015 2013-14
Gross Income 147.54 121.04
Profit Before Interest and Depreciation 1.20 1.15
Finance Charges 0.00 0.00
Gross Profit 1.20 1.15
Provision for Depreciation 0.00 0.00
Net Profit Before Tax 1.20 1.20
Provision for Tax 0.37 0.36
Net Profit After Tax 0.83 0.79
Balance of Profit brought forward 0.83 0.79
DIVIDEND
However with the view to conserve the resources of company the
directors are not recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has proposed to carry current profit to its
reserves.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
this financial statement relate on the date of this report
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your
kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held nine board meetings
of the Board of Directors as per Section 173 of Companies Act, 2013
which is summarized below. The provisions of Companies Act, 2013 and
listing agreement were adhered to while considering the time gap
between two meetings.
S
No. Date of Meeting Board
Strength No. of
Directors
Present
1 30.04.2014 3 3
2 30.05.2014 3 3
3 31.07.2014 3 3
4 14.08.2014 3 3
5 01.09.2014 3 3
6 14.11.2014 3 3
7 25.12.2014 3 3
8 10.02.2015 3 3
9 31.03.2015 4 4
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms 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, in the case of a listed company, 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.
AUDITORS AND REPORT THEREON
The Auditors, M/s. Niranjan Jain & Company, Chartered Accountants,
retire at the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment.
Their continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting.
Note: Above details may be suitably modified based on the following
event.
1. Information about change of Auditor, if any during the year may be
included.
2. Information about the proposal of the shareholders for appointment
of new Auditors.
3. Rotation of Auditors in respect of certain classes of Companies.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has given Loans and advances. However the company has not
given Guarantee and no Investments made under section 186 of the
Companies Act, 2013 for the financial year ended 31st March 2015
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 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.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
- Provide an overview of the principles of risk management
- Explain approach adopted by the Company for risk management
- Define the organizational structure for effective risk management
- Develop a "risk" culture that encourages all employees to identify
risks and associated Opportunities and to respond to them with
effective actions.
- Identify, access and manage existing and new risks in a planned and
coordinated manner with Minimum disruption and cost, to protect and
preserve Company's human, physical and financial Assets.
DIRECTORS AND KMP
During the current financial year the following changes have occurred
in the constitution of directors of the company:
S.
No Name Designation Date of Date of Mode of
appointment cessation Cessation
1. Jadav Antarben Director 31/03/2015 - -
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
Company has not paid remuneration to any of the director of the
company.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of the
Auditors, M/s. Niranjan Jain & Company, confirming compliance of
conditions of Corporate Governance as stipulated in the Listing
Agreement with the Stock Exchanges forms part of the Board Report.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided
under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's
Nomination and Remuneration Committee comprises of three Non-executive
Directors. The table sets out the composition of the Committee:
Name of the Director Position held
in the Committee Category of the
Director
Mr. Shailesh Chauhan Chairman Non Executive Independent
Director
Mr. Bhadreshkumar Shah Member Non Executive Independent
Director
Mrs. Antarben Jadav Member Non Executive Independent
Director
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria
laid down, recommend to the Board their appointment and removal and
shall carry out evaluation of every Director's performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a
policy, relating to the remuneration for the Directors, Key Managerial
Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating
the policy 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 of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel 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:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may
be delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to
time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there
under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non Executive Directors:
The Non Executive Directors are paid remuneration by way of Sitting
Fees and Commission. The Non Executive Directors are paid sitting fees
for each meeting of the Board and Committee of Directors attended by
them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of three directors. The board has accepted the
recommendations of the Audit Committee. The table sets out the
composition of the Committee:
Name of the Director Position held
in the Committee Category of the
Director
Mr. Bhadreshkumar Shah Chairman Non Executive Independent
Director
Mr. Shailesh Chauhan Member Non Executive Independent
Director
Mrs. Antarben Jadav Member Non Executive Independent
Director
COST AUDIT
Cost audit is not applicable of the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established
Vigil Mechanism for directors and employees to report genuine concerns
and made provisions for direct access to the chairperson of the Audit
Committee. Company has formulated the present policy for establishing
the vigil mechanism/ Whistle Blower Policy to safeguard the interest of
its stakeholders, Directors and employees, to freely communicate and
address to the Company their genuine concerns in relation to any
illegal or unethical practice being carried out in the Company. The
details of the Vigil Committee are annexed herewith for your kind
perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition Prohibition & Redressal) Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(Permanent, contractual, temporary, trainees) are covered under this
policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control
systems to ensure reliable financial reporting and compliance with laws
and regulations.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the
Company.
DATE : 04. 09. 2015 FOR & ON BEHALF OF THE
PLACE: AHMEDABAD BOARD OF DIRECTORS
Sd/- Sd/-
(SHAILESH CHAUHAN) (BHADRESHKUMAR SHAH)
DIN : 06515670 DIN: 03628770 | 