| Dear Shareholders,
The Directors have pleasure in presenting their 29th Annual Report and
the audited financial statement for the financial year ended March 31,
2015.
OPERATION AND FINANCIAL RESULTS:
The summary of operation and financial results of the company for the
year with comparative figures for last year is as under:
Particulars 2014-2015 2013-2014
(Rs.) (Rs.)
Net Revenue from
Operations Nil Nil
Other Income 30,66,624 5,12,792
Profit before
depreciation and
extraordinary item
and tax 233,618 188,950
Exceptional &
extraordinary item Nil Nil
Profit before tax 233,618 188,950
Current tax 219, 850 64, 838
Profit after tax 13,768 124,112
Amount Transferred
to Reserves 13,768 124,112
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
During the year under review the Company by way of other income has
generated a revenue of Rs. 30,66,624/- as compared to Rs. 5,12,792/-
in the previous year. The Profit before tax for the year is Rs.
233,618/- as compared to Rs. 188,950/- in the previous year. The net
profit after tax is Rs. 13,768/- as compared to Rs. 124,112/-.
TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to Profit
& Loss Account Reserves in Balance sheet.
DIVIDEND:
In order to conserve the reserves your Directors have decided to plough
back the profit and therefore does not recommend dividend for the
financial year 2014-15.
DIRECTORS:
Pursuant to Sections 149,152 and other applicable provisions, if any,
of the Companies Act, 2013, one-third of such of the Directors as are
liable to retire by rotation shall retire every year and if eligible
offer themselves for reappointment at every AGM. Consecutively Ms.
Sapna Naithani, Director will retire by rotation at the ensuing AGM,
and being eligible offer herself for re- appointment in accordance with
the provisions of the Companies Act, 2013.
Ms. Falguni Raval (DIN- 07197547) who was appointed as Additional
Director and consequently as Executive Director on June 1, 2015
pursuant to provision of section 161(1), 197, 198 and 203 if any, of
the Companies Act, 2013 (Act) confirms her appointment as Executive
director on the terms and conditions as mutually decided by the Board
of Directors of the Company and Ms. Falguni Raval.
DECLARATION BY INDEPENDENT DIRECTOR: (SECRION 134 (3)(D)
Declaration by an Independent Director(s) that they meets the criteria
of independence as provided in subsection (6) of Section 149 of the
Companies Act, 2013 is enclosed.
An Independent Director shall hold office for a term up to five
consecutive years on the Board of a Company and shall not be eligible
for reappointment for next five years on passing of a special
resolution by the Company
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, there are NIL
employees drawing remuneration in excess of the limits prescribed in
the act.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as 'Annexure -A' 'which forms part of this report.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
Atul Doshi Chairman & Managing Director
Falguni Raval Executive Director
Ruchi Bhandari Company Secretary & Compliance Officer
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, during the year under review, the Board carried
out the annual evaluation of its own performance. A structured
questionnaire 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, obligation and
governance was distributed to each member of the Board and inputs were
received. The performance evaluation of the Independent Directors who
will be appointed at the ensuing Annual General Meeting was carried out
by the entire Board. The performance evaluation of Non-Independent
Directors and the Board as a whole was carried out by the Independent
Directors. The Directors expressed their satisfaction with the
evaluation process
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management Discussion and Analysis is attached
as a separate part of this Annual Report.
CORPORATE GOVERNANCE
The Company has vigorously taken steps to follow the best corporate
governance practices aimed at building trust among the key
stakeholders, shareholders, employees, customers, suppliers and other
stakeholders on four key elements of corporate governance -
transparency, fairness, disclosure and accountability and the
Certificate from Practicing Company Secretary forms a part of this
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 statement:
(i) That in the presentation of the annual accounts for the year ended
March 31, 2015, applicable accounting standards have been followed and
that there are no material departures;
(ii) That they have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 for
the year ended March 31, 2015 and of the profit of the Company for the
year ended on that date;
(iii) That they have taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) That the annual accounts have been prepared on a going concern
basis.
(v) That internal financial controls followed by the Company are
adequate and were operating effectively
(vi) That the system to ensure compliance with the provisions of all
applicable laws were adequate and operating effectively The Company is
exposed to inherent uncertainties owing to the sectors in which it
operates. A key factor in determining a company's capacity to create
sustainable value is the risks that the company is willing to take (at
strategic and operational levels) and its ability to manage them
effectively. Many risks exist in a company's operating environment and
they emerge on a regular basis. The Company's Risk Management process
focuses on ensuring that these risks are identified on a timely basis
and addressed.
SUBSIDIARIES COMPANIES:
The Company did not have any Holding/ Subsidiary/ Associate Company
during the period under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Energy conservation measures taken : Nil
(b) Additional investments and proposals if any, being implemented for
reduction of consumption of energy : Nil
(c) Impact of the measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods :
Nil
(d) Total energy consumption and energy consumption per unit of
production: Nil
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION
OF ENERGY
A. Power and fuel consumption : Nil
B. Consumption per unit of production : Nil
TECHNOLOGY ABSORPTION
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION
ETC.,
I Research and Development : Nil
II Technology Absorption, Adaptation and Innovation : Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Earnings in Foreign Exchange during the year : Nil
II. Foreign Exchange outgo during the year : Nil
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
The Company's shares are listed on the Delhi Stock Exchange Limited
(DSE) and Metropolitan Stock Exchange limited. The details of the same
are mentioned below as on March 31, 2015:
Name of the Stock Exchange Number of shares (Equity)
listed on the stock exchange
Delhi Stock Exchange Limited 5140000
Metropolitan Stock Exchange
limited 5140000
During the year under review the Company has allotted 49,40,000 Equity
Shares on May 28, 2014 on preferential basis to promoters and
non-promoters on preferential basis.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Amit R. Dadheech & Associates, Company Secretaries, was appointed
as Secretarial Auditors of the Company for the financial year 2014-15
Pursuant to Section 204 of the Companies Act, 2013. The Secretarial
Audit Report submitted by them in the prescribed form MR- 3 is attached
as Annexure 'B' and forms part of this report.
The qualifications marked by the Secretarial Auditors in the Report
issued by them for the financial year 2014-15, are self explanatory and
does not require any comments.
CHANGE OF STATUTORY AUDITOR OF THE COMPANY
The present Auditor of the Company had vide their letter dated August
28, 2015 have expressed their unwillingness to continue as the
Statutory Auditor of the Company due to their preoccupation in other
assignments, the Board of Directors have recommended the appointment of
CA Kamlesh Mehta having MEMBERSHIP NO - 036323, Chartered Accountant &
partner of SHAH GANDHI & CO (FRN . 109569W) as the statutory auditor of
the Company for the financial year 2015-16, also the Company have
received the eligibility letter under section 139 of the Company Act
2013, stating that if their appointment is confirmed, it will be in
conformity under the provisions of the Act.
DEPOSITS
During the period under review, your Company has not accepted or
invited any deposits from public.
INSURANCE
The Company has taken insurance cover for its assets to the extent
required.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS
AND COMPANY'S OPERATIONS
There have been no significant and material orders passed by any
regulators or courts or tribunals impacting the going concern status
and company's operations in future.
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of
business and on arm's length basis. The details of the transactions
entered into between the Company and the related parties are given in
AOC-2 attached as Annexure 'c'
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The transactions entered by the Company under the provision of section
186 of the Companies Act, 2013 are within the limit prescribed under
the Act. The details of the same are provided as Annexure 'D'
BOARD MEETINGS
During the financial year 2014-2015, the Board of Directors met 12
times. The gap between any two meetings has been less than four months.
Details of the Board of Directors and Attendance Record of Directors
during the financial year ended March 31, 2015 is as under:
No. of meetings No. of meetings
Name of director held Attended
Mr. Umesh Pravinchandra
Parekh 12 12
Mr. Heeralal
Rambaratram
Jaiswar 12 12
Mr. Santosh Gangaram
Mohite 12 12
Mr. Sanjay Kumar
Naithani**
Mr. Sapna Naithani 12 6
Mr. Atul Chimanlal
Doshi 12 12
Ms. Falguni
Chintan Raval* 0 0
*Appointed on 01/06/2015
**Resigned on 01/09/2015
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31, 2015 as
provided under sub- section (3) of Section 92 and prescribed under Rule
12 of Companies (Management & Administration) Rules, 2014 in the
prescribed form MGT-9 is attached as Annexure 'E' and forms part of
this report.
BOARD COMMITTEES
The Company has the following Committees of the Board:
- Audit Committee
- Stakeholders Relationship Committee
- Nomination & Remuneration Committee
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate
Governance.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant
of the principle of prudent business governance that freedom of
management should be exercised within a framework of appropriate checks
and balances. The Company remains committed to ensuring an effective
internal control environment that inter alia provides assurance on
orderly and efficient conduct of operations, security of assets,
prevention and detection of frauds/errors, accuracy and completeness of
accounting records and the timely preparation of reliable financial
information.
The Company's independent and Internal Audit processes, both at the
Business and Corporate levels, provide assurance on the adequacy and
effectiveness of internal controls, compliance with operating systems,
internal policies and regulatory requirements.
The Financial Statements of the Company are prepared on the basis of
the Significant Accounting Policies that are carefully selected by
management and approved by the Board. These, in turn are supported by a
set of divisional Delegation Manual & Standard Operating Procedures
(SOPs) that have been established for individual units/ areas of
operations.
The Company has in place adequate internal financial controls with
reference to the Financial Statements. Such controls have been tested
during the year and no reportable material weakness in the design or
operation was observed. Nonetheless the Company recognizes that any
internal financial control framework, no matter how well designed, has
inherent limitations and accordingly, regular audit and review
processes ensure that such systems are reinforced on an ongoing basis.
RISK & MITIGATION
The Company has identified various risks faced by the Company from
different areas. As per the provision of the Companies Act, 2013 and
listing agreements, the, the Board had adopted a risks management
policy whereby a proper framework is set up. Appropriate structures are
present so that risks are inherently monitored and controlled. A
combination of policies and procedures attempts to counter risks as and
when they evolve.
COST AUDITORS
As the Company is operating in the service industry, cost audit is not
applicable to the Company and hence no reporting is required.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at
workplace for all its women employees. To ensure that every woman
employee is treated with dignity and respect and as mandated under "The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013"the Company has in place a formal policy for
prevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
Number of Complaints received : NIL
Number of Complaints disposed off : NIL
INDUSTRIAL RELATIONS:
The company maintained healthy, cordial and harmonious industrial
relations at all levels the enthusiasm and unstinting efforts of
employees have enabled the company to remain at the leadership position
in the industry it has taken various steps to improve productivity
across organization.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge all their stakeholders and are
grateful for the excellent support received from the shareholders,
Bankers, Financial Institutions, Government authorities, esteemed
corporate clients, customers and other business associates. Your
Directors recognize and appreciate the hard work and efforts put in by
all the employees of the Company and their contribution to the growth
of the Company in a very challenging environment.
Place: Delhi By Order and on behalf of the board
Dated: 1 September, 2015
Registered Office: Sd/-
8/33, III Floor, Satbhrava
School Marg Atul C. Doshi
W.E.A, Karol Bagh Chairman & Managing Director
Delhi - 110005 Din 06826992 |