Your directors have pleasure in presenting their 44th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2015.
| ||2014-2015 ||2013-2014 |
|Gross Sales and Other Income ||894550 ||835866 |
|Profit before Depreciation and Taxation ||384379 ||511027 |
|Less: (i) Depreciation . ||644 ||786 |
|(ii) Provisions for Taxation (Including FBT & Deferred tax) ||117566 ||160000 |
|Profit after Taxation ||266169 ||350241 |
|Add: Profit / (Loss) brought forward from previous year ||(7171351) ||(7521592) |
|Profit / (Loss) available for appropriation ||(6905182) ||(7171351) |
|Appropriation || || |
|i) Proposed Dividend on Preference Shares ||0 ||0 |
|ii) Proposed Dividend on Equity Shares ||0 ||0 |
|iii) Tax on Dividend ||0 ||0 |
|iv) Transferred to General Reserve ||0 ||0 |
|Balance carried to Balance Sheet ||(6905182) ||(7171351) |
There are no operational activities during the year under review.
Keeping in view the financial & liquidity positions of the company the directorsare not recommending any dividend.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Sushil Kumar Thirani Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment.
During the year Mrs. Nandini Mehta has been appointed as a Director of the Companythus complying with the provisions for woman director in a listed company.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure I .
PARTICULARS OF EMPLOYEES:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there were no managerial personnel taking a salary or remuneration from the company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013:
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment. A copy of the Sexual Harassment policy has beenkept in the company premises and is available for viewing of the Companys employeesand shareholders.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2014-15  meetings of the Board of Directors of thecompany were held the details of which are given as below. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
|Sr. No ||Date of meetings held || |
Attendance at Board Meeting
| || ||S. K. Thirani ||A. K. Chopra ||P. K. Jatwala ||Nandini Mehta |
|1 ||May 15th 2014 ||Yes ||Yes ||Yes ||- |
|2 ||August 11th 2014 ||Yes ||Yes ||Yes ||- |
|3 ||November 14th 2014 ||Yes ||Yes ||Yes ||- |
|4 ||January 27th 2015 ||Yes ||Yes ||Yes ||- |
|5 ||March 23rd 2015 ||Yes ||Yes ||Yes ||Yes |
*Smt. Nandini Mehta was appointed as a Director of the Company on 23rd March 2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
DECLARATION BY AN INDEPENDENT DIRECTORfSI AND RE-APPOINTMENT. IF ANY:
The Company has no independent director(s) as on date.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act the company has no subsidiariesassociate companies or joint ventures as on date.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The observations made in the Auditors Report read with the relevant notesthereon are self-explanatory and on the same do not call for any further comments.
The Company has not taken any fixed deposits as on date.
The Auditors M/s Lalit Bajaj & Associates Chartered Accountants retire at theensuing Annual General Meeting and being eligible; offer themselves for reappointment fora period of One Year from the conclusion of this Annual General Meeting [AGM] till theconclusion of the next Annual General Meeting.
DISCLOSURE ABOUT COST AUDIT:
As per the Cost Audit Orders Cost Audit is not applicable to the Company for the FY2014-15
SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Act and Rules made there under M/s. Ragini Chokshi& Co. Practicing Company Secretary has been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.
The comments on the Secretarial Audit Report are as follows:
1) The Comments by the Secretarial Auditor in the report have been noted and will becomplied with in the future.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-
Pursuant to the provisions of section 205A(5) and 205C of the Companies Act 1956 norelevant amounts remained unpaid or unclaimed for a period of seven years and no transferswere made to the Investors Education and Protection Fund.
The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by the Regulatory/Government.
Your company has implemented several best practices though not mandatory as part ofgood corporate governance.
ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THEREPORT OF BOARD OF DIRECTORS! RULES. 1988.
(a) CONSERVATION OF ENERGY
Your Company was conserving the energy in the past.
(b) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review the Company not had any foreign exchange earnings oroutgo.
RELATED PARTY TRANSACTIONS
There were no contracts and job work arrangements entered into by the company inaccordance with the provisions of Section 188 of the Companies Act 2013. Particulars ofLoans Guarantees or Investments in accordance with the Section 186 of the Companies Act2013. .
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same;
CORPORATE SOCIAL RESPONSIBILTY
The Company didn't have a positive average net profit during the three immediatelypreceding financial years and in pursuance of its corporate social responsibility and inpursuance of Clause (o) of Sub Section (3) of Section 134 the company deemed it was notpossible to spend any sums for CSR policies.
Your Directors take this opportunity to express their sincere appreciation for thetimely and excellent assistance and co-operation extended by Financial InstitutionsBankers Customers stakeholders and other statutory authorities. Your Directors place onrecord their deep appreciation for the exemplary contribution made by the employees at alllevels.
| ||On Behalf of the Board |
|Place: Mumbai ||S. K. Thirani |
|Date: 10th August 2015 ||Chairman |