Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || || |
|Particulars ||Year ended 31-03-2015 ||Year ended 31-03-2014 |
|Total Revenue ||1596.72 ||11.37 |
|Total Expenditure ||1697.47 ||34.46 |
|Profit (Loss) before tax ||(100.75) ||(28.08) |
|Provision for Differed Tax ||30.14 ||9.55 |
|Net Profit (Loss) for the year ||(70.61) ||(18.41) |
Due to loss during the year the Company is not able to declare dividend.
3. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with facevalue of Rs 10/- each. The authorized share capital of the company is Rs 165000000/-divided into 16500000 equity shares of Rs 10/- each. The paid up share capital of thecompany is Rs 63346990/- divided into 63346990 equity shares of Rs 10/- each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
5. FUTURE OUTLOOK:
There is cut throat competition in the IT industry and more particularly in hardwareand software. To mitigate the same management had adopted defensive strategy in order tomaintain the market share of your Company. At Present many policies are beingformed/adopted by the present Government which may be beneficial to the Company in future.As crude oil prices has come down which directly have a positive effect on the economy andin same line we expect many more positive things to happen in the global market which mayhave positive impact on the Company. The global economy in FY 2014-15 witnessed divergenttrends among major economies. The Indian economy and business environment remained largelysubdued during 2014-15.
The global economic recovery is gaining momentum coupled with some divergence.Indias economy is poised to return to its high-growth path thanks to lower fiscaland current account deficits falling inflation low crude oil price moderate commodityprices and structural reforms to boost investments. Monetary policy is also likely to besupportive with the Reserve Bank of India (RBI) having moved to flexible inflationtargeting. The manufacturing sector is likely to benefit from lower interest rates.However productivity and capital efficiency improvement are likely to drive near-termgrowth. Demand from export as well as domestic markets has not increased substantially.Volatility of rupee may hamper growth of economy. The thrust on the competitive strengthnewer product development and consolidation of customer relationship has resulted into abright future for the Company. The company expects to retain the performance in thecurrent year.
6. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year foreign exchange earnings and outgo isgiven in ANNEXURE - I and forms part of this report.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Companys operation in future.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
11. MEETING OF BOARD OF DIRECTORS:
During the year under the review 5 (Five) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
12. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
All the Properties of the Company are adequately insured.
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. The Board has formulated Policy on Related Party Transactions.
15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Ms. Hina S. Patel (DIN: 01987053) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Clause 49 of the Listing Agreementsentered into with Stock Exchanges appointed Mr. Umesh Naik (DIN: 02269103) Mr. NarendraAyer (DIN: 00116692) as an Independent Directors of the Company.
As per section 149(4) of the Companies Act 2013 (Act) which came into effect from 1stApril 2014 every listed public company is required to have at least one-third of thetotal number of directors as Independent Director. In accordance with the provisions ofsection 149 of the Act these Directors are being appointed as Independent Directors tohold office as per their tenure of appointment mentioned in the Notice of the forthcomingAnnual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement. There is change in the constitution of Board of Directors duringthe year.
As required under Section 203 of the Companies Act 2013 the Company has Mr. SwetankM. Patel Ms. Hina S. Patel under Key Managerial Personnel of the Company.
16. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement andCompanies Act 2013 the Board had carried out performance evaluation of its own theBoard Committees and of the Independent directors. Independent Directors at a separatemeeting evaluated performance of the Non-Independent Directors Board as a whole and ofthe Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors: - Knowledge and Skills - Professional conduct - DutiesRole and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goalsand achievements - Professional Conduct Integrity - Sharing of Information with the BoardThe Directors expressed their satisfaction with the evaluation process.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.
18. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2015.
19. INDEPENDENT DIRECTORS MEETING:
Independent Directors of the Company had met during the year under the view details ofwhich are given in the Corporate Governance Report.
20. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently Three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
A. Statutory Auditors
M/s. J. K. Parmar & Co. Chartered Accountants (Firm Registration No.105799W) wereappointed as Statutory Auditors of your Company at the last Annual General Meeting held on30th September 2014 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. J. K. Parmar & Co. Chartered Accountants (Firm RegistrationNo.105799W) that their appointment if made would be in conformity with the limitsspecified under the Act. It is proposed to ratify the appointment M/s. J. K. Parmar &Co. Chartered Accountants (Firm Registration No.105799W) to audit the accounts of theCompany for the financial year 2015-2016. The Report given by the Auditors on thefinancial statements of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors Report are self-explanatory and therefore donot call for any further comments. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IVThere is no qualification reservation or adverse remark in the report
22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed Milan H. Shah Accountant as an Internal Auditors ofthe Company. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit.
The internal auditors carry out audit covering inter alia monitoring and evaluatingthe efficiency & adequacy of internal control systems in the Company its compliancewith operating systems accounting procedures and policies at all locations and submittheir periodical internal audit reports to the Audit Committee. Based on the internalaudit report and review by the Audit committee process owners undertake necessary actionsin their respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems are adequate and operating effectively.
23. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes and new capital investments return. The management is however ofthe view that none of the above risks may threaten the existence of the Company as robustRisk mitigation mechanism is put in place to ensure that there is nil or minimum impact onthe Company in case any of these risks materialize.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and revised Clause 49 of theListing Agreement the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Companys code of conduct.
25. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
26. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 and to the best of their knowledge and belief andaccording to the information and explanations obtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2015 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 adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
27. CORPORATE GOVERNANCE:
As required by the existing Clause 49(X) of the Listing Agreement entered into with theStock Exchanges a detailed report on Corporate Governance is given as a part of theAnnual Report. The Company is in full compliance with the requirements and disclosuresthat have to be made in this regard. The Company Secretarys Certificate of thecompliance with Corporate Governance requirements by the Company is attached to the Reporton Corporate Governance. Report on Corporate Governance is given elsewhere in this AnnualReport herewith attached as ANNEXURE VI.
28. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement isappended to the report on Corporate Governance. herewith attached as Annexure VII.
29. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
| ||For and on behalf of the Board || |
|Place: Ahmedabad ||SD/- ||SD/- |
|Date: 14th August 2015 ||Swetank Patel ||Hina Patel |
| ||Managing Director ||Director |
| ||DIN: 00116551 ||DIN: 01987053 |