Your Directors present their Thirty First Annual Report on the business and operationsof the Company along with the audited Financial Statements of Account for the year ended31st March 2015.
The summarized Financial Highlights of the Company are as follows:
| ||For the Year ended 31.03.2015 ||For the Year ended 31.03.2014 |
| ||(Rs In Lacs) ||(Rs In Lacs) |
|Sales and Other Income ||3568.58 ||2684.39 |
|Gross Profit ||247.44 ||207.12 |
|Less: Depreciation ||30.02 ||21.91 |
|Miscellaneous Expenditure written off ||-- ||-- |
|Profit before Taxation ||217.42 ||185.21 |
|Provision for Taxation ||50.00 ||32.00 |
|Provision for Taxation for earlier years ||-- ||0.81 |
|Provision for Deferred Tax ||-- ||3.23 |
|Provision for deferred tax written back ||( 0.51) ||-- |
|Net Profit / (Loss) for the year ||167.93 ||149.17 |
|Balance brought forward from Previous Year ||4689.88 ||4540.71 |
|Profits available for Appropriations ||4857.81 ||4689.88 |
|Appropriations: || || |
|Balance carried to Balance Sheet ||4857.81 ||4689.88 |
With a view to conserve and plough back the resources of the Company the Board ofDirectors has decided not to recommend any dividend for the Financial Year 2014-15.
REVIEW OF OPERATIONS:
During the year under review the Company reported the turnover of Rs.3568.58 Lacs ascompared to Rs.2684.39 Lacs for the previous year. The Company earned profit after tax ofRs.167.93 Lacs for the year as compared to Rs.149.17 Lacs in the previous year. Once morepoor financial performance of the Company for the year under review is largelyattributable to the prevailing adverse and sluggish market conditions prevailing in thereal estate market. Such deteriorating market conditions have played a spoil-sportupsetting planning and execution of programmes to a great extent restraining revenuegrowth putting pressure on profit margin and straining cash flows. Though theCompanys Balance Sheet fundamentals remain strong and debts are well withinreasonable limits. Your Directors hope that with improved market conditions the Companywill register better performance in the coming years with healthy cash flows. Necessaryapprovals are being sought from the concerned authorities for the projects on hand.Negotiations are underway for acquisition of new projects.
MATERIAL CHANGES AND COMMITMENTS:
There have not been any material changes and commitments affecting the financialposition of the Company between the financial year ended 31st March 2015 and the date ofthe Directors' Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors based on the information and representations received from the Company'sManagement confirm that:
(a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed with no 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 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concernbasis;
(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingeffectively; and
(f) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system are adequate and operating effectively.
During the year the Company has not accepted any fixed deposits. Hence there is nooutstanding amount as on the Balance Sheet date.
The Equity Shares of the Company are listed with Bombay Stock Exchange Limited. Thereare no arrears on account of payment of listing fees to them.
PARTICULARS OF EMPLOYEES:
Information required under Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure-I to this Report. None of the employees was in receipt of theremuneration exceeding prescribed limit and hence information under Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is notprovided herein.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of activities which are being carried on by the CompanyProvisions of Section 134 of the Companies Act 2013 read with the Companies(Disclosures of Particular in the Report of the Board of Directors) Rules 2014regarding conservation of energy and technology absorption are not applicable to theCompany.
There were no foreign exchange earnings and expenses during the year under review.
LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee nor has made any investment during thefinancial year 2014-15 attracting the provisions of Section 186 of the Companies Act2013.
With a view to restructure the Board of Directors of the Company the followingDirectors have resigned from the Board:
|Name of the Director ||Date of resignation |
|Mr. Vaibhav Jain ||8th June 2015 |
|Mrs. Shobha Jain ||9th June 2015 |
|Mr. Narendra Kumar Gupta ||9th June 2015 |
|Mr. Sorabh Gupta ||10th June 2015 |
|Mr. Ramesh J. Patel ||15th June 2015 |
The Board of Directors have placed on record its appreciation for valuable services andguidance rendered by them during their tenure as the Directors of the Company.
Pursuant to the provisions of Section 161 of the Companies Act 2013 read with therelevant provisions of the Articles of Association the Board of Directors in its Meetingheld on 12th November 2014 had appointed Mr. Mukesh Jain as an Additional Director of theCompany. He would hold office as a Director up to the date of the ensuing Annual GeneralMeeting. Your Company has received a notice in writing from a Member signifying hisintention of proposing Mr. Mukesh Jain as a candidate for the office of Director. Mr.Mukesh Jain qualifies for Independent Directorship in pursuance to the provisions ofSection 149(6) of the Companies Act 2013.
Mr. Amit Jain resigned as a Whole-time Director and was appointed with effect from 1stJune 2015 as an Additional Director under the category of Promoter Director by the Boardof Directors of the Company in the Meeting held on 29th May 2015. Additional informationand brief profiles as required under Clause 49 of the Listing Agreement with the BSE Ltd.for each of the above Directors seeking re-appointment/ appointment is annexed to theNotice of the Annual General Meeting.
DIRECTORS APPOINTMENT AND REMUNERATION:
Considering the requirements of the skill-sets on the Board persons havingprofessional expertise in their individual capacity as independent professionals and whocan effectively contribute to the Companys business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment of new Directorson the Board. The Non-Executive Directors appointed on the Board are paid sitting fees forattending the Board and Board Committee Meetings. No other remuneration or commission ispaid to the Non-Executive Directors. The remuneration paid to the Managing Director andWhole-time Directors is governed by the relevant provisions of the Companies Act 2013rules of the Company and Shareholders approval.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and the RemunerationPolicy of the Company is annexed to this Report as Annexure II.
KEY MANAGERIAL PERSONNEL:
During the year Mr. Tarun Jain Whole-time Director was appointed as a ChiefFinancial Officer w.e.f. 1st October 2014.
AUDITORS AND AUDITORS REPORT:
At the 30th Annual General Meeting of the Company held on 27th September 2014 M/s.Majithia & Associates Chartered Accountants were appointed as the Statutory Auditorsof the Company until the conclusion of the fifth consecutive Annual General Meeting. Interms of Section 139 of the Companies Act 2013 and Rules made thereunder thisappointment is subject to ratification by the Members at every Annual General Meeting.M/s. Majithia & Associates have confirmed their eligibility for appointment and offerthemselves for re-appointment. The Board of Directors based on the recommendation of theAudit Committee proposes the appointment of M/s. Majithia & Associates as theStatutory Auditors of the Company. The Auditors observations read with Notes toFinancial Statements are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Mr. Upendra C. Shukla a Practicing Company Secretary was appointed by theBoard of Directors as a Secretarial Auditor to conduct a Secretarial Audit of theCompanys Secretarial and related records for the financial year 2014-15. TheSecretarial Auditors Report for the financial year ended 31st March 2015 is annexedto this Report as Annexure III. No adverse comments have been made in thesaid Report.
EXTRACT OF ANNUAL RETURN:
As required under the provisions of Section 92(3) and 134(3) of the Companies Act 2013read with Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn for the year ended 31st March 2015 is annexed to this Report as Annexure - IV.
REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance is annexed herewith as Annexure Vwhich forms part of this Report. The Certificate from Practicing Company Secretary Mr.Upendra C. Shukla on compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report is annexed herewith as Annexure VI and it forms part of this Report.
RELATED PARTY TRANSACTIONS:
The Board in its Meeting held on 12th November 2014 has adopted Related PartyTransaction Policy for determining the materiality of related party transactions and alsoon the dealings with related parties. This Policy has been displayed in the Companyswebsite.
Pursuant to provisions of Section 188(1) of the Companies Act 2013 particulars ofcontracts / arrangements entered into by the Company with related parties are provided in
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Directors to the best of their ability have laid down internal financial controlsto be followed by the Company which they believe are adequate keeping in view of the sizeand nature of Companys business. Adequate procedures are in place to ensure that allthe assets are safeguarded protected against loss and all transactions are authorizedrecorded and reported correctly. This ensures the quality and reliability of financialdata financial statements and financial reporting. The efficacy of internal financialcontrols systems are validated by self-audits verified during internal audits andreviewed by the Audit Committee. The Audit Committee of the Board reviews the adequacy ofinternal financial controls on an ongoing basis to identify opportunities for improvementin the existing systems to further strengthen the internal control environment in yourCompany.
The Company has identified various risks faced by the Company from different areas. Forthis purpose a proper framework has been set up. The Company has also formed a RiskManagement Committee. The constitution of this Committee is set out in detail in theCorporate Governance Report. The details of risks faced by the Company and its mitigationprocess was discussed by the Risk Management Committee at its Meeting held on 12th March2015 and the same was also reviewed by the Board of Directors at its meeting held on thesame day.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
The Nomination and Remuneration Committee of the Board at its Meeting held on 4thFebruary 2015 have laid down the policy and process for evaluation of Board of Directors.Under this Policy a set of parameters to be used in the evaluation process has beendetermined for:
1. Self-evaluation of the Board and Board Committees.
2. Evaluation of Independent Directors performance by other Directors.
3. Evaluation of Non-Independent Directors performance by Independent Directors.
4. Evaluation of Chairmans performance by Independent Directors.
5. Assessment of Quantity Quality and Timeliness of information to the Board. Usingthe parameters mentioned in the policy and process all the evaluations as mentioned abovehave been carried out during the year. This Policy has been displayed in theCompanys website.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 and as such is not required to comply with the provisions ofsection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014.
WHISTLE BLOWER MECHANISM:
The Company has established a mechanism called "Vigil Mechanism Policy" forEmployees Directors and others who are associated with the Company to report toManagement instances of unethical behavior actual or suspected fraud or violation of thecompanys code of conduct. The Policy provides adequate safeguards againstvictimization of Employees / Directors who avail the mechanism. The Vigil Mechanism alsocovers the Whistle Blower mechanism aspect as stipulated under Clause 49 of the ListingAgreement. The Company affirms that no person has been denied access to the AuditCommittee in this respect. The Policy has been communicated to all employees by displayingthe same on the Companys website.
Yours Directors thank the customers channel partners distributors vendors andbankers for the continued support given by them to the Company during the year. YourDirectors would also like to thank the employees for their hard work and contributionduring the year as well as for the advice received from the Promoters of the Company.
| ||For and on behalf of the Board |
| ||SATISH CHANDRA GUPTA |
| ||Chairman |
|Place: Mumbai || |
|Date: 11th August 2015. || |