Gyan Developers & Builders Ltd.
|BSE: 530141||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE487G01018|
|BSE LIVE 15:14 | 30 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530141||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE487G01018|
|BSE LIVE 15:14 | 30 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting the Twenty Third Annual Report together withaudited accounts for the year ended 31.03.2015.
The summarized financial results for the year ended 31.03.2015 and for the previousyear 31.03.2014 are as under:
During the year under review the total revenue of your company was Rs.13368767/- ascompared to previous year revenue of Rs.11122935/-. The net profit for the year aftertax is Rs.1320239/- as against previous year profit of Rs.2061771/-.
In order to conserve reserves / profit for the growth of the company your Directors donot recommend any dividend.
The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 isattached as Annexure "A".
The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Companys financialposition have occurred between the end of the financial year of the Company and the dateof this report.
INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Companysoperations in future.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186:
The Company has not provided any loans guarantees nor made investments covered underSection 186 of the Companies Act 2013.
BOARD OF DIRECTORS AND ITS COMMITTEES: A. Composition of the Board of Directors
The Board of Directors of the Company comprises four Directors of which two areNon-Executive Independent Directors in terms of Clause 49 of the listing Agreement andSection 149(6) of the Companies Act 2013.
The Company has received necessary declarations from the Independent Directors statingthat they meet the criteria of independence as specified in Section 149(6) of theCompanies Act 2013 and Clause 49 of the Listing Agreement.
In terms of Section 152 of the Companies Act 2013 Mr. T Ashok Raj Managing Directoris liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board recommends his continuation.
The Board of Directors met 4 times during the year under review and the gap between twoBoard meetings were not more than 120 days.
In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held during the year under review.
C. Committees of the Board
During the year under review the terms of reference of the Committee were aligned withthe requirements of Clause 49 of the Listing Agreement and the provisions of CompaniesAct 2013. A detailed note on the Committees of the Board of Directors is given in theCorporate Governance Report forming part of the Annual Report.
D. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement Independent Directors at their meeting without the participation of theNon-independent Directors and Management considered/evaluated the Boardsperformance performance of the Chairman and other Non-independent Directors. The Boardsubsequently evaluated its own performance the working of its Committees and theIndependent Directors.
E. Directors Responsibility Statement
In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that: a) in the preparation of the annualaccounts the applicable accounting standards had been followed and no material departurehave been made. b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimate that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for that period ; c) the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) the Directors had prepared the annualaccounts on going concern basis. e) the directors had laid down internal financialcontrols to be followed by the company and such internal financial controls are adequateand were operating effectively. f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
M/s. G.C.DAGA & Co Chartered Accountants Chennai (FRN: 000668s) StatutoryAuditors of the company were appointed in the 22nd Annual General Meeting ofthe Company for a term of three years from the conclusion of the said Annual GeneralMeeting as per the provisions of Companies Act 2013 subject to ratification byshareholders in every subsequent Annual General Meeting. The Board of Directors recommendsthe Shareholders to ratify the appointment of Statutory Auditors for the financial year2015-2016.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure"B" to this Report.
REPLY TO SECRETARIAL AUDITOR REMARKS:
Your Company is taking necessary steps to appoint a Company Secretary in terms ofSection 203 of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company.
MANAGEMENT ANALYSIS & REVIEW REPORT:
In accordance with the requirements of the Listing Agreement the Management analysis& review report is attached and forms part of this report.
Detailed Report on the Corporate Governance and a certificate from M/s. G.C. Daga &Co Chartered Accountant affirming Compliance of Clause 49 of the Listing Agreement isattached which form part of the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All transactions entered by the company with Related Parties were in the ordinarycourse of business and at arms length pricing basis. There were no materiallysignificant transactions with Related Parties during the financial year 2014-15 which werein conflict with the interest of the Company.
Details of the transactions are provided in Form AOC-2 which is attached as Annexure"C".
Your company has developed and implemented a Risk Management Policy which includesidentification of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration of Rs. 500000/- or above per month and Rs.6000000/- or above per year. Hence details of the employees of the Company as requiredpursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not furnished.
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished without any fee and free of cost.
KEY MANAGERIAL PERSONNEL:
Mrs. M Sunita Director was appointed as Chief Financial Officer (CFO) of the Companywith effect from 30th October 2014 in terms of Section 203 of the Companies Act 2013.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO:
The Company is taking utmost care of the Conservation of Energy. The Company has noactivity in relation to Technology absorption. The company has no foreign exchange outgoor inflow.
CODE OF CONDUCT:
As prescribed under Clause 49 of the Listing Agreement a declaration signed by theManaging Director affirming compliance with the Code of Conduct by the Directors andsenior management personnel of the Company for the financial year 2014-15 forms part ofthe Corporate Governance Report.
Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company. Your Directors would also liketo thank the Members for reposing their confidence and faith in the Company and itsManagement.
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31-03-2015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Mgt. and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
IV. SHARE HOLDING PATTERN (EQUITY)
SHAREHOLDINGS OF PROMOTERS
C) Change in Promoters Shareholding
D) Shareholding Pattern of top ten Shareholders:
(other than Directors Promoters and Holders of GDRs and ADRs):
E) Shareholding of Directors and Key Managerial Personnel:
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to other directors
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Form AOC 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto:
Form No.MR.3 Secretarial Audit Report
(For the financial year ended 31st March 2015)
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members GyanDevelopers And Builders Limited We have conducted the secretarial audit of the complianceof applicable statutory provisions and the adherence to good corporate practices by GyanDevelopers And Builders Limited (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of Gyan Developers And Builders Limiteds books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by Gyan Developers AndBuilders Limited ("The Company") for the financial year ended on 31stMarch 2015 according to the provisions of:
1) The Companies Act 2013 (the Act) and the Rules made thereunder.
2) The Securities Contracts (Regulation) Act 1956 (SCRA) and theRules made thereunder;
3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
4) The Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct and External CommercialBorrowings; (Not applicable for the year under review).
5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) (a) The Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable for the year under review).
(d) The Securities and Exchange Board of India (Employees stock Option Scheme andEmployee stock purchase Scheme) Guidelines 1999; (Not applicable for the year underreview).
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable for the year under review).
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable for the year under review) and (h) TheSecurities and Exchange Board of India (Buyback of Securities) Regulations 1998; (Notapplicable for the year under review).
6) Following other laws applicable specifically to the company: (a) Transfer ofProperty Act 1882 (b) Indian Stamp Act 1899 (c) Registration Act 1908
We have also examined compliance with the applicable clauses of the following: i)Secretarial Standards issued by The Institute of Company Secretaries of India. (notapplicable as they were not notified during the period under review) ii) The ListingAgreements entered into by the Company with Bombay Stock Exchange Ltd and Madras StockExchange Ltd.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. subject to the following: (i) TheCompany has not appointed a Company Secretary as required under the first proviso ofsub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. We further reportthat: i) the Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. ii) adequate notice is given toall directors to schedule the Board Meetings agenda and detailed notes on agenda weresent at least seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting and other business which are not included in the Agenda areconsidered vide supplementary agenda subject to consent of the Board of Directors. iii)all the decisions at Board meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be. iv) there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no instances of: (i)Public/Right/Preferential issue of shares / debentures/sweat equity etc.
(ii) Redemption / buy-back of securities. (iii) Foreign technical collaborations