Your Directors have pleasure in presenting the Thirty Second Annual Report of theCompany together with Audited Statement of Accounts for the year ended 31st March 2016.
| ||FOR THE YEAR ENDED 31-03-2016 ||FOR THE YEAR ENDED 31-03-2014 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Gross Receipts ||0.45 ||1.40 |
|Gross Profit/(Loss) before Depreciation ||-2.91 ||-0.81 |
|Less: Depreciation ||- ||- |
|Net Profit/(Loss) Before Tax ||-2.91 ||-0.81 |
|Less: Provision for Taxation ||- ||- |
|Less : Short Provision for Taxation for earlier years ||- ||0.06 |
|Less: Deferred Tax Liabilities created ||- ||-0.17 |
|Net Profit/(Loss) ||-2.91 ||-0.70 |
REVIEW OF OPERATIONS :
Gross Receipts of the Company has gone down from Rs.1.40 lacs in previous year toRs.0.45 lacs in current year. Due to higher operating cost your company has incurred lossof Rs. 2.91 lacs as against net loss after tax Rs. 0.70 lacs in in previous year.
Your Directors do not recommend any dividend.
NUMBER OF THE MEETINGS OF THE BOARD
The details of the Board meetings held during the year 2015-16 are as under :-
a. Meetings of the Board of Directors:
|Date of the meeting ||Place of the meeting |
|28th May 2015 ||Mumbai |
|24th July 2015 ||Mumbai |
|28th October 2015 ||Mumbai |
|22nd January 2016 ||Mumbai |
DIRECTORS' RESPONSIBILITY STATEMENT:-
As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act 2013Directors subscribe to the "Directors Responsibility statement" and confirmthat:
a) in preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there has been no material departure;
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 2015-16(as on 31st March 2016) and the profit and loss of the Company for that year;
c) the Directors have 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 of the Company 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 were operationaleffectively and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems w-ere adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The company has not paid any remuneration to the Directors of the Company.
The observations made in the Auditors Report are self-explanatory and do not call forany further comments u/s 134(3)(f) of the Companies Act 2013.
LOANS GUARANTEES OR INVESTMENTS
Your Company has neither given any loan or guarantee nor has made any investment duringthe year under report ' attracting the provisions of Section 186 of the Companies Act2013.
Your Company has neither accepted any deposits during the year under report nor did anydeposits remain unpaid or unclaimed at the end of the year.
CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES
Details of contracts/arrangement with the Related Parties are appearing under note no.7 and form part of this report.
MATERIAL CHANGES AND COMMITMENTS i
There have not been any material changes and commitments affecting the financialposition of the Company between the end ofthe financial year of the Company as on 31stMarch2016 and the date of this report i.e. 17th June 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information relating to Conservation of Energy Technology Aborption and ForeignExchange Earning and Outgo required under section 134(3) (m) of the Companies Act 2013are not applicable to the Company.
PARTICULARS OF EMPLOYEES
The Company does not have any employee hence the information required pursuant toSection 197 read with Rule 5 of the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are not furnished.
RISK MANAGEMENT POLICY
The Company is aware of the risk associated with the business. It regularly analysesand takes corrective actions for managing/mitigating the same. Your Company' Riskmanagement framework ensures compliance with the provisions of Clause 49 of the ListingAgreement.
Your company has institutionalized the process for identifying minimizing andmitigating risks which is periodically reviewed. Some of the risks identified and beenacted upon by your Company are; securing critical resources; ensuring sustainable plantoperations ensuring cost competitiveness including logistics; completion of CAPEX;maintaining and enhancing customer service standards and resolving environmental andsafety related issues.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
At this stage the Company has not implemented any initiatives on corporate socialresponsibilities as the said clause is not applicable to it as on date.
DIRECTORS/ KEY MANAGERIAL PERSONNEL
Mr. Rajendra Ruia a Director of the Company is retiring by rotation and being eligibleoffers herself for reappointment for the office of Director.
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance and the Directors individually.
Your Directors request you to appoint Auditors for current accounting year and fix uptheir remuneration. M/s. Bhatter & Paliwal Chartered Accountants Mumbai the existingAuditors of the Company retiring at the ensuing Annual General Meeting are available for afresh term and have furnished certificate of their eligibility for reappointment.
Auditor's appointment is proposed from the conclusion of the ensuing Annual GeneralMeeting to the next Annual General Meeting.
The appointment of Cost Auditors is not applicable to the Compain.
The Company does not have any employee.
A separate section on Corporate Governance in line with clause 49 of the ListingAgreement with the Stock Exchange forms part of this Report.
We regard social economic and environmental responsibility as integral element of theBusiness.
The Directors wish to place on record their appreciation for co-operation received bythe company from its Bankers and business associates.
| ||For and on behalf of the Board |
|Place: Mumbai ||Rajendra Ruia |
|Date: 17th June 2016 ||Chairman |
ANNEXURE II TO THE DIRECTORS' REPORT
FORM NO. AOC -2
(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) ofthe Companies Act 2013 including certain arm's length transaction under third provisothereto.
1) Details of contracts or arrangements or transactions not at Arm's length basis -Nil
2) Details of Material contracts or arrangement or transactions at Arm's length basis.
|Name of Related Party ||Nature of relations hip ||Nature of contracts/arr angements/transactions ||Sailent terms of contracts or arrangeme nts or the transaction s including the value ||Duratio n of transact ion ||Amount in Rs. (in lakhs) ||Date of Approval by Board |
|Arco Micaver Pvt. Ltd. ||Pvt. Ltd. Firm in which Directors are interested ||Rent for use of Office Premises ||Space provided for office use ||2015-16 ||0.02 ||NA |
|Arco Micaver LLP ||Limited Liability Partnerhip in which Partners are interested ||Rent for use of Office Premises ||Space provided for office use ||2015-16 ||0.04 ||NA |
For and on behalf of the Board
Mumbai 17lh June 2016