To the Members
Your Directors have pleasure in presenting the 54th Annual Report together with theAudited Accounts of the Company for the year ended March 31 2015.
1. FINANCIAL RESULTS
Your Companys performance for the financial year ending 31st March 2015 is statedbelow:
| ||For the Current year ended on 31st March 2015 [Rs. ] ||For the previous year ended on 31st March 2012 [Rs. ] |
|Profit / (Loss) before Depreciation/adjustment ||(770492) ||47186 |
|Less: Depreciation/prior period adjustment ||00 ||00 |
|Less: Short prov. for IT for earlier years w/off ||0.00 ||0.00 |
|Less: Net current tax expense ||00 ||17652 |
|Net Profit/(Loss) for the year ||(770492) ||80283 |
|Add: Losses brought down from earlier year ||(6467625) ||(6547908) |
|Balance Losses carried to Balance Sheet ||(7238117) ||(6467625) |
All efforts are being made by the management to revive the companys businessactivities.
Your directors do not recommend any dividend in view of the accumulated loss.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
5. PARTICULARS OF ENERGY CONSUMPTION RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGEEARNINGS AND OUTGOINGS:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is given below.
CONSERVATION OF ENERGY
The matters relating to the above are not applicable to the Company.
The Companys operations involve low energy consumption. Wherever possible energyconservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development programme.
FOREIGN EXCHANGE EARNINGS/OUTGOINGS
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company does not have any Risk Management Policy as the element of risk threateningthe Companys existence is very minimal.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the Financial Statements.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
9. EXTRACT OF ANNUAL RETURN
The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 5 (Five) Board meetings during the financial year under review as on30.04.2014 09.08.2014 13.11.2014 14.02.2015 and 28.03.2015.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal controls to ensure that all the assets ofthe Company are safeguarded and are productive. Necessary checks and balances are in placeto ensure that transactions are adequately authorized and reported correctly.
12. DIRECTORS RESPONSIBILITY STATEMENT:
IIn accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
"Internal financial control" means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Companys policies the safeguarding of its assets the prevention and detectionof frauds and errors the accuracy and completeness of the accounting records and thetimely preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the period under review Mrs. Minoo Deora was appointed as Additional directorw.e.f 28th March 2015 and holds office upto the date of AGM and offered herself for reappointment. Mr. Ashish Deora was designated as the Chief Executive Officer of the Companyw.e.f 28th March 2013.
None of the directors are disqualified from being appointed or from holding office asDirectors as stipulated under section 2(60) of Companies Act 2013.
Ms. Supriya Rajeshirke was appointed as Chief Financial Officer w.e.f 28th March 2015.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the Company M/s Desai Associates CharteredAccountants (registration number: 102286W) were appointed by the shareholders at the 53rdannual general meeting to hold office until the conclusion of the 6th consecutive annualgeneral meeting subject to ratification by shareholders at each annual general meeting.The members are requested to ratify the appointment of M/s Desai Associates CharteredAccountants (registration number: 102286W) as statutory auditors of the Company and tofix their remuneration for the year 2015-16.
The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditor.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Mrs. Ragini Chokshi (membership number: 1436)Company Secretaries in Practice to undertake the secretarial audit of the Company.Secretarial Audit Report for the year 2014-15 given by Mrs. Ragini Chokshi in theprescribed form MR-3 is annexed to this Report. As regards the Secretarial Audit reportthe comments seriatim are as under:
1. E forms where there was delay in filing were filed with late fees as permissibleunder the Act.
2. It is self explanatory.
3. The Board had Independent director from 31st May 2011 to the date of this report.However the company is in the process of appointing Independent director as per theprovisions of Companies Act 2013 at the next Board meeting and approving the appointmentat the ensuing AGM.
4. The website is under construction
5. The Company is in the process of appointing Internal auditor at the ensuing BoardMeeting for the FY 15-16.
6. The requirement of filing E-form MGT 14 has been done away with under MCANotification dated 18th March 2015.
7. a and b are under compliance during this year.
15. CORPORATE GOVERNANCE
The paid up equity share capital of the Company is less than Rs. 10 Crores and Networth of the Company is less that Rs. 25 Crores as on 31st March 2015 hence CorporateGovernance clause is not applicable to the Company.
16. LISTING AGREEMENT COMPLIANCE
The Companys securities are listed at The Bombay Stock Exchange Mumbai. Theoutstanding listing fee payable to the stock exchange for the year ended 31st March 2015is Nil.
Your Directors would like to place on record their sincere thanks for the co-operationand support received from various agencies of the Government as also from theCompanys Bankers Shareholders other business associates and the Company officials.
18. CAUTIONARY NOTE
The statements forming part of the Directors Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
For & On behalf of the Board
Date: 26th May 2015