| Dear Members,
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Statement of Account for the Period Ended on
31st March 2015.
FINANCIAL RESULTS:
Particulars 2014-2015 2013-2014
Income 11838175 11010480
Depreciation ---- 37175
Expenses 11751683 10834630
Net Profit before Tax (8701346) 101500
Current Tax ---- 31364
Net Profit after Tax (8701346) 70136
REVIEW OF PERFORMANCE
During the year company has incurred a loss of Rs 87,01,346 (Rupees
Eighty seven lacs one thousand three hundred and forty six only).
CHANGES TO SHARE CAPITAL
At present the Authorized Share Capital of the Company stands at Rs.
7,00,00,000 and the paid up capital stand at Rs. 4,32,94,000. There has
been no change in the share capital during the period ended 31st March,
2015.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year ended 31st March, 2015, company has not given any
Loans, Guarantees and/or made any Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year ended 31st March, 2015, company has not entered into
any Contracts and/or arrangements with related parties covered under
section 188 of the Companies Act, 2013.
DIVIDEND:
Your directors do not recommend any dividend for this financial year
Ended 31.03.2015.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits from the public and
the provisions of Section 73 of the Companies Act, 2013 are not
applicable.
REMUNERATION POLICY
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. The Remuneration Policy is
stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented Risk Management Policy. In
the opinion of the Board, there is no any risk which may threaten the
existence of the company.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has formulated and implemented a policy for Prevention of
Sexual Harassment of Women at workplace. During the year under review,
the Company has not received any complaints under the policy.
CORPORATE SOCIAL RESPONSIBILITY
Company was not required to formulate policy on Corporate Social
Responsibility as your company is not falling with the provisions of
Section 135 of Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD
The Board met twelve times during the financial year, the details of
which are given in the Corporate governance report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013
There were no any material changes and commitments occurred between the
end of the period of the Company and date of this report, which can
affect the financial position of the Company.
DIRECTORS
During the period the Board of Directors had appointed Mr Ankur Patel
and Mrs. Poonam Shah as an Additional Director (Independent) of the
Company w.e.f. 25th November, 2014 and 31st March, 2015 respectively.
The Company has received a notice from a member proposing appointment
of Mr Ankur Patel and Mrs. Poonam Shah as an Independent Director. The
Board recommends passing of the resolution appointing Mr. Ankur Patel
and Mrs. Poonam Shah as an Independent Director of the Company for a
period of five years and not liable to retire by rotation
The Company has received declarations from all the independent directors
confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of section 149 of Companies Act,
2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
According to the provisions Mr. Pradeep Narendra Bhatt, Executive
Director of the company (DIN: 07072707), was appointed as an Additional
Director pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company and
accordingly he holds office up to the date of this Annual General
Meeting. Company has received a notice in writing under Section 160 of
the Companies Act, 2013 from a member proposing appointment of Mr.
Pradeep Narendra Bhatt as Director of the company. The Board recommends
passing of the resolution appointing Mr. Pradeep Narendra Bhatt as
Managing Director of the company for a period of 3 years w.e.f. 1st
October, 2015.
Mr. PRAGNESH H YAGNIK who was appointed as an Additional Director of
the Company with effect from December 18, 2014. In terms of the
provisions of Section 161(1) of the Act, Mr. PRAGNESH H YAGNIK would
hold office up to the date of the ensuing Annual General Meeting. The
Company has received a notice in writing from a member alongwith the
deposit of requisite amount under Section 160 of the Act proposing the
candidature of Mr. PRAGNESH H YAGNIK for the office of Director of the
Company. The Board recommends passing of the resolution appointing Mr.
Pragnesh Yagnik as Director of the company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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, Risk management and Stakeholder Committees. The manner in
which the evaluation has been carried out has been explained in the
Corporate Governance Report.
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
period ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2015 and of the profit of the Company for the
period ended on that date;
c) that 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) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were 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.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. Board Members and Senior Management
Personnel have affirmed Compliance with the Code for the period
2014-15. A separate declaration to this effect is made out in the
Corporate Governance Report.
The Company has adopted code of practices and procedures for fair
disclosures of unpublished price sensitive in information and code of
conduct as required under Regulation (8)(1) and Regulation (9)(1) of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia
provides a direct access to the Chairman of the Audit Committee. Your
Company hereby affirms that no Director/ employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATES
Company does not have any subsidiary company / Joint Ventures /
Associates.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under
Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8
(3) of the Companies (Accounts) Rules, 2014, are given in the
"Annexure-A" attached hereto and forms part of this Report.
STATUTORY AUDITORS
At the Annual General Meeting held on September 30, 2014, M/s Vishves
A. Shah & Co., Chartered Accountants, were appointed as statutory
auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the calendar year 2017. In terms
of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the appointment of M/s Vishves A.
Shah & Co., Chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed DEEPA METHWANI,
Practicing Company Secretaries, Ahmedabad to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith as "Annexure B".
LISTING
The shares of the Company are listed on Bombay Stock Exchange Limited
(BSE) as well as Ahmedabad Stock Exchange Limited (ASE). The Company
has paid the annual listing fees for the year 2014-15.
However, ASE being the Regional Stock Exchange has been de-recognised
and therefore there is no trading on the said Stock Exchange.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A separate section on Corporate Governance and a Certificate from
Auditors of the company regarding compliance of conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement
together with the Management Discussion and Analysis of the financial
position of the company forms part of the Annual Report.
PARTICULARS OF THE EMPLOYEES
In terms of provisions of Section 197 read with Rule, 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, none of the employees are receiving remuneration as mentioned in
the said section.
The information required pursuant to Section 197 read with Rule, 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is annexed as per
"Annexure C".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 are annexed herewith as "Annexure D".
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL
AUDIT REPORT
There are no qualifications or adverse remarks in the Auditor's Report.
Explanation on qualification adverse remark made in Secretarial Audit
Report is as under.
QUALIFICATION/ ADVERSE REMARK EXPLANATION
As per Section-138 of Companies Act, 2013 As it is the new provision
read with Rule 13 of The Companies under Companies Act, 2013,
(Accounts) rules, 2014, company should have by oversight, appointment
made appointment of Internal Auditor within of Internal Auditor as
six months of commencement of that section required under Section 138
i.e. by 30th September, 2014. However, of Companies Act, 2013 was
Company has made appointment of Internal not done within stipulated
Auditor w.e.f. 1st March, 2015. statutory time period.
However, company has made
appointment of internal
Auditor w.e.f. 1st
March, 2015.
As per Section-203 of Companies Act, 2013, Mr Mahendra Soni, Company
company has not made appointment of Secretary has resigned
Company Secretary. from the post of CS from
18th December, 2014.
However, Company was not
able to get a fit and
proper candidate at
remuneration within the
affordable range of
the Company. The Company
did made sufficient
attempts to appoint full
time Company Secretary,
but, was unable to find /
appoint any suitable
candidate. However,
company is trying to
appoint full time
company secretary and it
will be done shortly.
Late Filing of Annual Return and Financial Company has done late
Statements for FY 2013-14 with Ministry of filing of its financials
Corporate Affairs and Annual Return with the
ROC. However for the same,
company has already paid
late filing
fees with Ministry of
Corporate Affairs.
Non Compliance of filing of form DIR 12 Company has appointed Mrs
with ROC with regard to Women Independent Poonam Shah as women
Director appointment Independent Director,
however Form DIR 12 for
appointment is yet not
filed with Ministry of
corporate Affairs.
Non Compliances of various clauses of Company has already filed
Listing Agreement with Stock Exchanges all Compliances with the
BSE Limited and at present
there is no any non-
compliance. Company will
appoint Company Secretary
as Compliance officer as
per clause 47(1) of listing
agreement as soon
as full time Company
Secretary is being
appointed by the company.
Company has not issued
public notice in
newspaper about the Meeting
of the Board
and also regarding
publication of financial
results in newspaper as
per Clause 41, as the
company has incurred
losses in the current
financial year.
ACKNOWLEDGMENT
Your company & Directors wish to place on record their appreciation of
the assistance and co-operation extended by Investors, Bankers,
Customers, Business Associates, Suppliers and Government. We are deeply
grateful to shareholders for their continued faith, confidence and
support to the company. The Directors wishes to place on record its
appreciation of sincere and dedicated work of employees at all levels,
which has largely contributed to the present growth of the Company.
PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD
Date: 30.05.2015 Sd/-
CHAIRMAN
PRADIP BHATT
DIN: 07072707
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