| Dear Members,
The Directors present their 72nd Report with the Audited Accounts of
the Company for the year ended March 31, 2015.
1. FINANCIAL PERFORMANCE & STATE OF AFFAIRS
Particulars 2014-15 2013-14
Rs. Rs.
Profit before depreciation and 4,74,59,124 2,40,93,730
income tax
Depreciation 48,96,727 45,74,385
Profit before income tax 4,25,62,397 1,95,19,345
Tax expenses & Deferred Tax Credits -5,89,212 6,49,239
Profit for the year (PAT) 4,31,51,609 1,88,70,106
Balance brought forward 5,81,58,916 4,74,25,390
Amount available for appropriation 10,13,10,525 6,62,95,496
Proposed dividend 24,75,240 24,75,240
Tax on dividend 0 0
Transfer to general reserve 43,16,123 18,87,040
Transfer to reserve fund u/s 45 -IC of 86,31,206 37,74,300
RBI Act, 1934
Balance carried to balance sheet 8,58,87,956 5,81,58,916
TRANSFER TO RESERVE:
Your directors have proposed to transfer Rs..43,16,123/- to General
Reserves of the company.
2. REVIEW OF OPERATIONS
The Company registered pre-tax profit of Rs.425.62 lacs for the current
year. Depreciation charge for the current year was at Rs.48.97 lacs.
During the year under consideration the Company continued earning rent
income from its assets at Bhavnagar and service income from business
center facilities.
The Company's Accounts under consideration are being presented along
with the Consolidated Accounts after receiving the Annual accounts of
its wholly owned Subsidiary Company -Inarco Limited.
3. DIVIDEND
The Directors recommend dividend of 40% i.e Rs.40/- per Equity Share of
Rs.100/- each.
4. CONVERSION OF COMPANY TO PRIVATE LIMITED
The status of the Company was converted from public limited company to
private limited with effect from 20th May, 2015.
5. SUBSIDIARY COMPANY
The Report and Annual Accounts of the subsidiary company are annexed to
this report along with the statement pursuant to Section 129 (3) of the
Companies Act, 2013.
6. DETAILS OF BOARD MEETINGS:
The Company has held the following Board meetings during the year under
review:
Sr. No Date of the Board Names of directors who attended the
Meeting meeting
1 19th June, 2014 Mr.H.F.Mehta & Mr.N.B.Javeri
2 28th August,2014 Mr.H.F.Mehta & Mr.Gaurav Kothari
3 29th September,2014 Mr.H.F.Mehta & Mr.Gaurav Kothari
4 5th December, 2014 Mr.H.F.Mehta & Mr.Gaurav Kothari
5 2nd March, 2015 Mr.H.F.Mehta & Mr.Gaurav Kothari
6 26th March, 2015 Mr.H.F.Mehta & Mr.Gaurav Kothari
7. AUDITORS
Messrs. K.S.Aiyar & Company, Chartered Accountants retire as Auditors
of the Company and are eligible for re-appointment.
8. DIRECTORS' RESPONSIBILTY STATEMENT:
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the
Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards and
Schedule II of the Companies Act, 2103have been followed and there are
no material departures from the same;
(b) appropriate accounting policies have been selected and applied
consistently, and have 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 the profit of the company for
the year ended on March 31,2015;
(c) proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
9. RELATED PARTY TRANSACTIONS:
During the financial year 2014-15, the Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definitions
Details) Rules, 2014,which were in ordinary course of the business and
on arms' length basis and in accordance with the provisions of the
Companies Act, 2013.
The details of the related party transactions in Form AOC -2 as
specified under section 134 (3) (h) of the Companies Act, 2013 are
attached as Annexure A
10. LOANS & INVESTMENTS:
Particulars of loans given by the Company as at 31st March, 2015 are
given in the Notes forming part of the Financial Statements.
11. EXTRACT OF ANNUAL RETURN:
The Extracts of Annual return in Form MGT-9 as specified in terms of
section 92 (3) of the Companies Act, 2015 is attached as Annexure B.
12. DETAILS ON RISK MANAGEMENT POLICY & INTERNAL FINANCIAL CONTROLS:
M/S Suber Bohari & Associates, Chartered Accountants are Internal
Auditors of the Company. The Company in consultation with the Internal
Auditors formulates the scope, functioning, periodicity and methodology
for conducting internal audit.
The Company has adopted adequate measures to ensure internal checks and
controls and there is a separate team to monitor the accounting data
and information;
13. EVENTS AFTER END OF FINANCIAL YEAR:
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which the financial statements relate and the date of this Directors'
Report.
14. SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/ material orders passed by Regulators or
Courts or Tribunals impacting the going concern status of the Company
and its operations in future.
For and behalf of the Board of Directors
Date: 31st August, 2015 H.F.Mehta
Place: Mumbai. Chairman | 