| Dear Members,
The Directors are presenting the 4th Annual Report of your Company and
the Audited Financial Statements for the year ended 31st March 2015.
1. FINANCIAL RESULTS:
Particulars For the For the
year year
ended ended
31.03.2015 31.03.2014
(Rupees) (Rupees)
Revenue from Operations 0 0
Other Income 2420235 1139407
Profit before depreciations & tax 1003774 (2438826)
Less: depreciation 610008 591395
Profit before tax 393766 (3030221)
Provision for taxation (incl. 0 0
deferred tax)
Profit/ (Loss) for the year carried 393766 (3030221)
to Balance Sheet
2. HIGHLIGHTS OF PERFORMANCE:
During the year under review, the Company revenue stood at Rs.
24,20,235/- as against Rs. 11,39,407/- in the previous year. The
Company has earned a Net profit of Rs. 3,93,766/- as compared to the
loss of Rs. 30,30,221/- during the previous accounting year.
3. DIVIDEND:
To consolidate the future position of the Company and support the fund
requirements to stimulate growth, your Board of Directors regret their
inability to recommend any dividend for the year.
4. RESERVES:
The whole profit after tax has been transferred to P&L surplus. There
is no amount that has been proposed to be carried to any other
reserves.
5. LOANS, GUARANTEE & INVESTMENTS:
Nothing contained in Section 186 of the Companies Act, 2013, except
sub-section (1) shall apply to the company, it being engaged mainly in
the business of financing. Further the company has not made any
investment through more than two layers of investment companies, which
is prohibited under sub-section (1).
6. DEPOSITS:
The Company has never accepted any deposit from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of
the Act.
7. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including transactions entered at arms
length under third proviso, in prescribed Form No. AOC -2, is appended
as Annexure 1 to the Board's Report.
8. INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
During the year under review, in accordance with the provision of the
Companies Act, 2013 and the Articles of Association of the Company, the
Board of Directors in their meeting held on 2nd March 2015 has
appointed Mr. Kalpesh Kantilal Sanghvi as Chief Financial Officer of
the Company (CFO) and Ms. Priya Shah as Company Secretary of the
Company w.e.f 1st March 2015. Further, there were no changes in
Directors by way of appointment, re-designation, death or
disqualification, variation made or withdrawn.
Mr. Jitendra Vakharia (DIN: 00047777), who is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, seek
reappointment pursuant to Section 152 of the Companies Act, 2013
B) Declaration by an Independent Director(s) and re-appointment, if any
All the Independent Directors have provided the declaration of
Independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as
provided in sub-section (6).
10. RISK MANAGEMENT POLICY:
There is a continuous process for identifying, evaluating and managing
significant risks faced through a risk management process designed to
identify the key risks facing business. Risks would include significant
weakening in demand from core-end markets, inflation uncertainties and
any adverse regulatory developments, etc. During the year a risk
analysis and assessment was conducted and no major risks were noticed.
11. PERFORMANCE EVALUATION OF BOARD:
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
and other Committees. The same is found to be satisfactory
12. BOARD MEETINGS:
During the year under review, the Company has conducted 5 (Five) Board
Meetings on 30th May 2014, 8th August 2014, 10th November 2014, 30th
January 2015 and 2nd March 2015.
13. AUDITORS:
M/s. Poladia & Company, Chartered Accountants, Mumbai having ICAI Firm
Registration No. 128274W being eligible offer themselves for
re-appointment. If re-appointed, it will be within the prescribed
limits specified in Section 139 of the Companies Act, 2013. Members are
requested to appoint the auditors and to fix their remuneration.
14. SECRETARIAL AUDIT
The Board of Directors have appointed M/s. Sanjay Dholakia &
Associates, Practising Company Secretaries to conduct Secretarial Audit
for the financial year 2014-15, as required under Section 204 of the
Companies Act, 2013 and the rules framed thereunder. The Secretarial
Audit Report for the financial year 2014-15 forms part of the
Directors' Report as Annexure 2.
15. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:
Statutory Auditor:
There are no qualifications contained in the Auditors Report and
therefore, there are no further explanations to be provided for in this
Report.
Secretarial Auditor:
The company is not carrying out any business activity, Therefore no
Managing Director/CEO/Manger is appointed, further no explanations to
be provided for in this Report.
16. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes having taken place affecting the
financial position of the Company from the date of closure of financial
year till the signing of Accounts.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) shall state that-
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) 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;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern
basis;
(v) the directors, further state that they have laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(vi) 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.
18. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) and as provided under sub-section
(3) of Section 92 of the Companies Act, 2013 an extract of the annual
return in form No MGT - 9 is appended as Annexure 3 of the Board's
Report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS:
The information as required under Section 134(3)(m) of The Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014
with respect to conservation of energy, technology absorption and
foreign exchange earnings is given below:
A. Conservation of energy:
(i) the steps taken or impact on conservation of energy;
Energy conservation dictates how efficiently a Company can conduct its
operations. The Company recognized the importance of energy
conservation in decreasing the deleterious effects of global warming
and climate change. The Company has strengthened the Company's
commitment towards becoming an environment friendly organisation. The
Company carry out regular maintenance and development work to save the
energy.
(ii) the steps taken by the company for utilising alternate sources of
energy;
The Company is using the electricity as main source of its energy
requirement and not having/ exploring any alternate source of energy.
(iii) the capital investment on energy conservation equipments;
Not Applicable
B. Technology absorption:
During the year your Company has no operations, therefore no technology
absorption and research and development
C. Foreign exchange earnings and Outgo:
Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL
20. CORPORATE RESPONSIBILITY STATEMENT (CSR):
The provisions of Section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility are not applicable as the Company is
not falling under the said parameters.
21. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee
pursuant to Section 178(1) of the Companies Act, 2013 and has defined
the policy on Director's appointment and payment of remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director.
22. AUDIT COMMITTEE:
The Audit Committee comprises of namely Mr. Dinesh Turakhia (Chairman)
and Mr. Jitendra Vakharia and Mr. Kamlesh Sanghavi, Directors as other
members. The recommendations of the Audit Committee is always welcomed
and accepted by the Board and all the major steps impacting the
financials of the Company are undertaken only after the consultation of
the Audit Committee.
23. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of Mr. Dinesh P
Turakhia, Independent Director acts as the Chairman of the Committee
and Mr. Jitendra K. Vakharia, Director and Mr. Kamlesh C. Sanghavi,
Director as the members of the Committee. The role of the Committee is
to consider and resolve securities holders' complaint. The meetings of
the Committee are held once in a quarter and the complaints are
responded within the time frame provided.
24. SHARE TRANSFER COMMITTEE:
The Share Transfer Committee comprises of Mr. Dinesh P Turakhia,
Independent Director acts as the Chairman of the Committee and Mr.
Jitendra K. Vakharia, Director and Mr. Kamlesh C. Sanghavi, Director as
the members of the Committee. The role of the Committee is to
approve/ratify transfer of securities and look into share transmission,
rematerialization and dematerialization of shares. The meetings of the
Committee are held on periodical basis and the complaints are responded
within the time frame provided
25. VIGIL MECHANISM:
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. It ensures that strict confidentiality is
maintained whilst dealing with concerns and also no discrimination will
be meted out to any person for a genuinely raised concern. Any
suspected or confirmed incident of fraud / misconduct can be reported
thereof.
26. CORPORATE GOVERNANCE:
The Company is adhering to good corporate governance practices in every
sphere of its operations. The Company has taken adequate steps to
comply with the applicable provisions of Corporate Governance as
stipulated in Clause 49 of the Listing Agreement entered into with the
Stock Exchanges. A separate report on Corporate Governance is enclosed
as a part of this Report along with the Certificate from the Auditors
of the Company confirming compliance with the conditions of Corporate
Governance
27. MANAGERIAL REMUNERATION:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
The Company has not paid any remuneration except sitting fees to the
Directors of the Company and hence the information required under Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not furnished.
B) Details of the every employee of the Company as required pursuant to
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The Company has no such employee drawing remuneration more than mention
under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have Subsidiary/Joint Ventures/Associate
Companies.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year under
review as stipulated in Clause 49 of the Listing Agreement entered into
with the Stock Exchanges is set out in a separate section forming part
of this Report.
30. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
co-operation extended by all the employees, Bankers, Financial
Institutions, various State and Central Government authorities and
stakeholders.
For and on Behalf of the Board of Directors
- sd - - sd -
JITENDRA K. VAKHARIA VARSHA J. VAKHARIA
Director Director
(Din 00047777) (Din 00052361)
Place: Mumbai
Date: 30th May 2015
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