Directors Report to the Members
Your Directors have pleasure in presenting the 25th Annual Report of yourcompany together with the Audited Accounts for the year ended 31st March 2016.
Highlights of financial result for the year were as under:
| ||2015-2016 ||2014-2015 |
| ||Rs. In Lakhs ||Rs. In Lakhs |
|Profit from Operations before Other Income & Interest ||(13.67) ||(15.67) |
|Add: Other Income ||26.69 ||31.42 |
|Operating Profit before Interest ||13.02 ||15.75 |
|Less: Interest ||1.73 ||6.81 |
| ||11.29 ||8.94 |
|Add: Exceptional Income/(Expenses) ||- ||- |
|Profit Before Tax ||11.29 ||8.94 |
|Provision for Tax ||- ||- |
|Income Tax Adjusted for earlier year ||- ||- |
|Profit After Tax ||11.29 ||8.94 |
|Add: Surplus brought forward from Previous Year ||- ||- |
|Amount Available for appropriation ||11.29 ||8.94 |
|General Reserve No I ||- ||- |
|Debenture Redemption Reserve A/c ||- ||- |
|Dividends ||- ||- |
|Interim Dividend ||- ||- |
|Final (Proposed) ||- ||- |
|Tax on Dividend ||- ||- |
|Balance Carried Forward ||11.29 ||8.94 |
The Company has achieved a turnover of Rs.26.90 Lacs during the current year as againstRs.32.40 Lacs of previous year. During the current year Company has earned profit of Rs.11.29 Lacs as against profit of Rs. 8.94 Lacs in the previous financial year.
Your Directors regret their inability to recommend any dividend for the year underreview.
As per Section 149(4) of Companies Act 2013 every listed company shall have half ofthe total number of directors as independent directors. They shall hold office for a termup to five consecutive years on the Board of the Company as per section 149(10).
During the year Mr. Kishor A. Shah retires by rotation but being eligible himself forreappointment as a Director.
The Company has not accepted and/or renewed any public deposit during the year review.
DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000 the Directorsconfirm:-
i. that in the preparation of the annual accounts for the year ended on 31stMarch 2016 the applicable accounting standards have been followed;
ii. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company for the period and of theprofit of the Company for that period under review.
iii. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
iv. that the directors have prepared the accounts for the year ending 31stMarch 2016 on a going concern basis.
CONSERVATION OF ENERGY:-
The Company is engaged in the business of trading and dealings in shares and securitiesand consequently various disclosures required u/s 217(1)(e) of the Companies Act 1956read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules1988 are not applicable to this Company.
FOREIGN EXCHANGE EARNINGS & OUTGO:-
|During the year under review ||Earnings ||Nil |
| ||Outgo ||Nil |
Members are requested to appoint Auditors for the current year and to authorize theBoard of Directors to fix their remuneration. At previous meeting M/s. Mehta Chokshi& Shah. Chartered Accountant was appointed as Statutory Auditors of your Companyfrom the conclusion of the previous Annual General Meeting. The said Statutory Auditorsretire at the ensuing Annual General Meeting and being eligible under section 139 of theCompanies Act 2013 offer themselves for reappointment
There is no sufficient profit or cash flow to the company. The company has takenapproval from share holders for waiving of preference dividend and extension of maturityof preference shares.
Information as per section 217(2A) of the Companies Act 1956 read with Companies(Particulars of Employees) Rules 1975 is not given as there was no employee earningmonthly salary as specified in aforesaid Section or more during the year.
CORPORATE GOVERNANCE :-
The Company has complied with the requirements regarding Corporate Governance asrequired under Clause 49 of the Listing Agreement entered into with the Stock Exchangeswhere the Companys shares are listed. A report on the Corporate Governance in thisregard is made a part of this Annual Report and a Certificate from the Auditors of theCompany regarding compliance of the conditions of the Corporate Governance is attached tothis report.
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
During the year under review M/s VKM & Associates Practicing Company Secretarywho was appointed as the Secretarial Auditor of the Company has issued the audit report inrespect of the secretarial audit of the Company for the financial year ended March 312016. The Secretarial Audit Report which forms a part of the Annual Report is selfexplanatory and requires no comments.
The Company is in process for appointment of Whole Time Company Secretary in theCompany.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure II andforms an integral part of this Report.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. The company regards its employees as great asset.
For the particulars of employees as required to be disclosed in the Directors Report inaccordance with the Provisions of Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 theDirectors state that the company does not have any employee who
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than 6000000/- rupees per annum;
(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than 500000/-rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit function outsourcedChartered Accountants as of current is well defined in the engagement letter of theInternal Auditor duly approved by the Audit Committee. To maintain its objectivity andindependence the Internal Auditor reports to the Audit Committee.
The Internal Auditor evaluates the adequacy of the internal control system in theCompany on the basis of Statement of Operations Procedure instruction manuals accountingpolicy and procedures.
PERFORMANCE EVALUATION OF BOARD COMMITTEES & INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board its Committees the Chairman andthe individual Directors was carried out for the year 2015-16 led by the Nomination &Remuneration Committee.
As part of the evaluation process the performance of non-independent Directors theChairman and the Board was done by the independent Directors. The performance evaluationof the respective Committees and that of independent and non-independent Directors wasdone by the Board excluding the Director being evaluated. The Directors expressedsatisfaction with the evaluation process.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a whistleblower policy to support the Code of conduct of theCompany. This policy documents the Companys commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompanys Code of conduct at a significantly senior level without fear ofintimidation or retaliation.
DISCLOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under theCompany formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal) during the year under review. An internal Complaint committeehas been set up to redress complaints received regarding sexual harassment. All womanemployees (permanent contractual temporary trainees) are covered under this policy.
During the year under review there were no complaints received by the Company relatedto sexual harassment.
CASH FLOW STATEMENT
In conformity with the provision of Clause 32 of the Listing Agreement the cash flowstatement for the year ended 31st March 2016 is annexed hereto.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
No significant and material orders have been passed by any regulators or courts ortribunals against the Company impacting the going concern status and Companysoperations in future.
Our Directors express their sincere appreciation of the co-operation received fromshareholders bankers and other business constituents during the year under review. OurDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the performance of theCompany during the year.
| ||For and on behalf of the Board of Directors |
| ||Of Mid East Portfolio Management Ltd. |
| ||Sd/- ||sd/- |
| ||Kishor A. Shah ||Jyoti K. Shah |
| ||Managing Director ||Director & CFO |
|Place: Mumbai || || |
|Date: 26th August 2016 || || |