Your Directors have pleasure in presenting their 32nd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2015.
1. Financial Summary or performance of the company:
|PARTICULARS ||YEAR ENDED 31.03.2015 ||YEAR ENDED 31.03.2014 |
|Revenue from operations ||21695877 ||48678100 |
|Revenue from Other Income ||8572 ||653372 |
|Total Income ||21704449 ||49331472 |
|Profit before Financial Expenses Preliminary expenses Depreciation and Taxation ||370478 ||1478257 |
|Less: Financial expenses ||26722 ||43349 |
|Operating profit before Preliminary expenses Depreciation & Taxation ||343756 ||1434908 |
|Less: Depreciation & Preliminary expenses written off ||- ||- |
|Profit before Taxation ||343756 ||1434908 |
|Less :Provision for Taxation || || |
|Current Tax ||240000 ||650000 |
|Short/ (Excess) tax provision for earlier years ||13237 ||9410 |
|Deferred Tax ||- - ||-- |
|Profit after Taxation ||90519 ||775498 |
|Add: Charge pursuant to the adoption of revised Schedule 11 ||- ||- |
|Add: Charge on account of transitional provisions under AS 15 ||- ||- |
|Add: Balance brought forward ||- ||- |
|Profit available for appropriation ||90519 ||775498 |
The year under review was the year of consolidation for future growth. The revenue ofthe company dropped by almost more than 60%because real estate business situation as lessnew buyer are in market and selling expenses is also very high. As the real estatebusiness in India is going on from a reformative stage Government of India has proposed anew Real estate bill which is under consideration in parliament Property rate in allmetropolitan cities is either stable or falling due to high inflation and whole saleprice index less money remained on hand of buyer is also a cause for under performance ofthis sector. As various new things are in line in this sector and government vision ofaffordable housing to all it seems that real estate sector is going to perform well infuture.
During the year the company has managed to be in profit with a very minimal amount ofprofit and due to that earning per share is also very less hence In order to conserveresources for the operating business and in order to improve the performance the companyyour director recommended to plough all the profit and do not recommend any dividend forthe financial year 2014-15
The board of director of the company has decided to transfer all the current profitearned by the company into reserve of the company for consolidation of resources and toperformance better in future.
4. Transfer To Reserve:
Your company proposed to transfer all profit which is Rs.90519 to the General Reservefor the year under review.
5. Matters Related To Directors And Key ManagerialPersonnel:
During the year under review the Ms. Varisha Ramesh Kanungo has been appointed as adirector in the company by her inclusion the board have a composition of Male and Femaledirectors which will be helpful for board of director to get divergent views on differenttopics apart from that Mr. Dhananjay Digambar Pande who was associated with the companysince 2010 has resigned from the Directorship of the company due to pre-occupation ofother work the board of director has taken note to his contribution which is very helpful.
The Board of Director has appointed Mr. Dilipkumar Keshrimal Mehta as a Chief FinancialOfficer (CFO) who is considered--as a Key-Managerial personnel ^KMP)-of the companyas per Companies Act 2013. As Mr. Dilipkumar Keshrimal Mehta has been associates withcompany since 2009 and due to his vast experience in financial sector and other expertisehe is considered as very desirable personnel for this post.
All such above appointment has been done after recommendation of appointed person bythe Nomination and Remuneration Committee of the company and as per applicablequalification per given in Companies Act 2013. Stock exchange has been intimated properlyfrom time to time any such appointment and resignation and other information as stipulatedunder Clause 49 of the Listing Agreement.
Declaration by an Independent Director(s)and re- appointment:
The company during the year under review has taken a declaration by an IndependentDirector(s) that he/they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act 2013.
The company has three Independent Director on its Board of Director as a set ofpractice company used to take declaration of Independence from Independent Director in thefirst board meeting of directors after their appointment and in every first board Meetingof the Financial Year. An independent director who has been appointed in last AGM shallhold office for a term up to five consecutive years on the Board of a Company but shallbe eligible for reappointment tor next five years on passing of a special resolution bythe Company.
6. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read writh the Rules issued thereunder and Clause 49 of the Listing Agreement the Board in consultation with InternalAuditor had carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Committee andNomination and Remuneration Committee. The Board of Directors expressed their satisfactionwith the evaluation process.
7. Number of meetings of the Board of Directors:
During the year under review 7 Board Meetings and 5 Audit committee were convened andheld the details of which are given in the Corporate Governance Report. The Interveninggap between the meetings was within the period prescribed under the companies act 2013and the Clause 49 of the Listing Agreement.
8. Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior Managementand their remuneration pursuant to the provisions of the Companies Act 2013 and Clause 49of the Listing Agreement The Remuneration Policy is stated in the Corporate GovernanceReport.
During the year under review your company has not accepted any deposit. Hence theprovision for disclosure of the information relating to deposit is not applicable oncompany for the financial Year under review.
10. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
No material change and commitment affecting the financial position of the company haveoccurred between the end of the financial year (FY15) of the company to which thefinancial statement related and the date of this Board Report.
11. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
No significant and material order passed by the any regulators or courts or tribunalsimpacting the going concern status and company's operation in future as the companybelieve in high compliance standard Hence the chances of any lion compliances and anymishap is very less.
12. Details of Subsidiary/Joint Ventures/Associate Companies:
A company has no subsidiary company/ Joint Venture/ Associates Companies neithercompany is-subsidiary of any the company during the year under review.
13. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:
As the company does not have any of the subsidiary company/ Joint Venture/ AssociatesCompany hence this section is not applicable on company for the financial yearunderreview.
14. Directors Responsibility Statement:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe provisions of Section 134(3)(c) of the Companies Act 2013 that:
A. In the preparation of the annual financial statements for the year ended March 312015 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
B. Such accounting policies as mentioned in the Notes to the financial statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the Profit of the Company for the year ended on thatdate;
C. Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud arid other irregularities;
D. The annual financial statements have been prepared on a going concern basis;
E. Proper internal financial controls had been laid down and followed and that suchinternal financial controls are adequate and were operating effectively; and
F. Proper systems to ensure compliance with the provisions of all applicable laws werein places which were adequate and operating effectively.
The paid up equity share capital of the company as on March 31 2015 was Rs.53068000.During the year under review the company has not issued shares with differential votingright nor granted stock option nor sweat equity.
16. Extract of the annual return:
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed n i Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure A and forms an integral part of this Report.
17. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The particularsas required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year underreview.
The details of foreign exchange earnings a;id outgo durin0 the year under review are asbelow: As the company business is totally situated in within the national boundaries andno agreement for purchase or sale done with any foreign parties. Hence for the year underreview company has no foreign exchange earnings or expenses.
18. Corporate SocialResponsibility:
During the year under review company has not exceeds an)' of the limit prescribed insection 135 Hence the company does not required to comply with provision Corporate SocialResponsibility nor required to make any provision of expenses for CSR activities given inSchedule VII of the Companies Act 2013.
19. Details of establishmentof vigil mechanism for directorsand employees :
The Company has a vigil mechanism named Whistle Blower Policy to deal with anyinstances of fraud and mismanagement in the Companv. The details of the Whistle BlowerPolicy nre explained in the Corporate Governance Report and also posted on the website ofthe Company. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.
20. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013 and Clause 49 of the Listing Agreement.The details of the Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board's Report.
21. Particulars of loans guarantees or investments under section186:
During the year under review the company has not provided any short term or long termloan and advances Guarantee or securities or made investment in any body corporate orany other person as defined i n section 186 of Companies Act 2013. Hence the company doesnot required to maintain register as prescribed in Companies Act 2013.
22. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and the provisions ofthe Companies Act 2013 Rules made there under and Clause 49 of the Listing Agreement arenot attracted. As a matter of good corporate disclosure practice by the company Form AOC 2is given in AnnexureII. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for transactions which are of foreseen and repetitive nature. The transactionsentered into pursuant to omnibus approval so granted are audited and a statement givingdetails of all related party transactions is placed before the Audit Committee and theBoard of Directors for their approval on a quarterly basis.
Details of transactions with Related Parties are given in the notes to the FinancialStatements.
The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
23. Particulars of Employees:
The information required pursuant to Section 197 of the Companies Act 2013 ('the Act')read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request. Interms of Section 136 of the Act the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
None of the employees listed in the said Annexure is related to any Director of theCompany. None of the employees hold (by himself or along with his / her spouse anddependent children) more than 2% of the equity shares of the Company.
24. Statutory Auditors:
The company auditor M/S. D. Kothary & Co. Chartered Accountants has been appointedas a company statutory auditor for five Annual General Meeting at last year subject toratification of member at each AGM.
Pursuant to the provision of section 139 to 143 of the Companies Act 2013 read withthe rules of the Companies (Audit and Auditors) Rules 2015 The Audit Committee and theBoard have recommended their ratification of the Auditor for upcoming Annual GeneralMeeting of the company as such remuneration plus service tax out of pocket expensestraveling expenses as may be mutually agreed between the Board of Director of the Company.
25. Auditors' Report:
Pursuant to the provisions of Section 139 to 143 of the Companies Act 2013 and theCompanies (Audit and Auditor) Rules 2014 the Board of Directors had appointed M/S. D.Kothary & Co. Charted Accountants to undertake the Statutory Audit of the Company forthe financial year 2014-2015. The Report of the Statutory Auditor is annexed herewith inAnnual Report and forms an integral part of this Report.
There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditor in his StatutoryAudit Report.
26. Secretarial Auditor Report
Pursuant to the provisionsof Section 204 of the Companies Act 2013 and the Companies(Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. VKM & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2014-2015. The Report of theSecretarial Auditor is annexed herewith as Annexure A and forms an integral part of thisReport.
The Company is in process for appointment of Wholetime Company Secretary as requiredu/s.203 of the Companies Act 2013.
27. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The company has an adequate Internal Control System Commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit(IA) functionoutsourcesto VKM & Associates as ofcurrent s i well defined in the engagement letterof the internal auditor duly approved by the audit committee. To maintain its objectivityand Independence the Internal Auditorreport to the Audit Committee.
The Internal Auditor evaluates the adequacy of the internal control system in thecompany on the basis of statement of operation procedure instructionmanuals accountingpolicy and procedure.
28. Audit Committee :
The Audit Committee is constitutedin line with the regulatory requirements mandated bythe Companies Act 2013 and Clause 49 of the Listing Agreement. The details of theCommittee and its terms of reference are set out in the Corporate GovernanceReport formingpart of the Board's Report.
29. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements m.-ind.it'vl by (he- Cnmp.ini'."; Act 2'1'H and Clause 4^ of the l i ft i ng Agreement. The details of tho Committee and its terms of reference are set out inthe Corporate Governance Report forming part of the Board'sReport.
30. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013:
Your Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal)Act 2013. The policy has setguidelineson the redressal and enquiry process that i s to be followed by thecomplainants. While dealing with issues related to sexual harassment at the workplacetowards any women employee's secrecy will be maintained and no women employee will besubjected to any kind of harassment and other mean of inconvience for raising and issue orpointing out unethical behavior. All women employees (permanent temporary contractualand trainees) are covered under this policy. All employees are treated with dignity with aview to maintain an environment free of sexual harassmentwhether physical verbal orpsychological.
31. Risk management policy:
As the company business segment is small and as the paid up share capital of thecompany is less than Ten crore hence provision clause 49 is not applicable on company butas a company policy of High compliance^ the company during the year under review haspursuant to the requirement of Clause 49 of the Listin;;
Agreement has constituted a Risk Management Policy. The details of the Policy areupdated on company website and managerialemployee of the company is properly informedabout their role and responsibility as per this policy even they has been provide a formaltraining of how to identify the risk actions need to be taken to mitigate the risk riskavoidance technique etc.
32. Corporate Governance Certificate:
As according to recent amendment in clause 49 enforced from September 2015 all thecompanies who's paid up capital is less than Ten Crore or Net worth less than Twenty-FiveCrore are not required to compile clause 49. As the company paid up Capital is less thanTen Crore hence company is exempted to compliance of clause 49 and it does not need tofurnish Corporate Governance Certificate as stipulated under Clause 49 of the ListingAgreement.
The industrial relations continued to be cordial at all levels throughout the year.Your Directors wish to thank all the Employees and Workmen of the Company for theircontribution support and continued cooperation throughout the year.
Your Directors would like to express their appreciationfor the co-operation andassistance received from the Government authorities bankers financial institutionsvendors customers and shareholders during the year underreview.
| ||Bv Order of the Board of Directors |
|Place: Mumba i ||Naresh Mehta ||Dilip Mehta |
|Date : 30/05/2015 ||Managing Director ||Director & CFO |
SECRETARIAL AUDIT REPORT
FOR FINANCIAL YEAR ENDED ON MARCH 31. 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]
NEO INFRACON LIMITED
52/52-ANanubhai Desai Road . . 9Mulji Thakarsi Building Sindhi Lane Mumbai -400004.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence t o good corporate practices by NEO INFRACON LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Company's books papers minut e books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act)and the rules made thereunder;
(ii) The Securities ConlracLs (Regulation) Act 1936 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The Reserve bank of India Act 1934 and rules and regulation made there under fromtime to time and any other modification enactment issue by RBI which is applicable on NonBanking Financial Companies (NBFC);
(vi) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) 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;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on October 28 2014 (Notapplicable to the Companv during the Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit period);
(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; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable t o the Company during the Audit period).
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the Audit period).
(ii) The Listing Agreement entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guide'ines Standards etc. -nentioned above except to the extentas mentioned below:
1. As per 203 of the Company's Act 2013 all Listed company comp'-ilsorily needs toappoint Whole Time Company Secretary and the company has not appointed him during the yearunder review.
We further report that:
1) The Directors have disclosed their interest and concerns in contracts andarrangements shareholdings and directorships in other companies and interests in otherentities as and when required and their disclosures have been noted and recorded by theBoard;
2) The Directors have complied with the disclosurerequirements in respect of theireligibility of appointments their being independent and compliance with the Code ofConduct for Directors and Senior Management Personnel;
3} The Company has obtained all necessary approvals tinder the various provisions oltheAct.
We further report that 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.
|Place : Mumbai ||r VKM & Associates Fo |
|Date :30th May 2015 ||Practising Company Secretary |
| ||(PareshPandya) |
| ||Partner |
| ||ACS No.12123 |
| ||C P No.:4869 |
ANNEXURE II - Form AOC- 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Ofthe Companies(Accounts) Rules2014)
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 the Actincluding certain arm's length transactions under third proviso thereto:
1. Details of material contracts or arrangements or transactions not at arm's lengthbasis: Not Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis:Not Applicable
| ||BY ORDER OF THEBOARD |
| ||Naresh Mehta ||Dilip Mehta |
| ||Managing Director ||Director & CFO |
|Place: Mumbai || || |
|Date: 30/05/2015 || || |