BRAKES AUTO (INDIA) LIMITED.
Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2015.
|Particulars ||2014-15 ||2013-14 |
|Total Revenue (Other Income) ||1013923 ||9965928 |
|Total Expenses ||1055006 ||10550930 |
|Profit / (Loss) before Prior period Exceptional and Extra-Ordinary items. || || |
|Prior Period items ||-- ||-- |
|Exceptional items ||-- ||-- |
|Tax Expenses ||-- ||-- |
|Profit / (Loss) for the Year (before Tax) ||(41084) ||(585002) |
Performance of the Company during the year under review
During the year under review company did not carried on business. The Directors of theCompany have been exploring various diversified areas and exploring new business areas totake up the company into new heights.
Overall performance of the Auto industry is dull and the company is diversifying itselfinto other business areas and to explore international markets.
The Board of Directors does not recommend any Dividend for the year 2014-15 consideringthe finance situation of the company.
During the year under review the Company has not accepted any fixed deposits and thereare no fixed deposits which are pending repayment.
Your Company does not have any subsidiary company during the year under review.
In accordance with the provisions of the Companies Act 2013 and the CompanysArticles of Association Mr. Suresh Sharma Director retire by rotation at this AGM beingeligible offer themselves for re-appointment.
Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges brief resumeof Mr. Suresh Sharma have been provided in the notice convening the Annual GeneralMeeting.
Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.
Declaration by Independent Director
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors and a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors.
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company.
Directors Responsibility statement:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) shall state that
(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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
Nomination & remuneration Committee
The Board constituted a Nomination and Remuneration Committee comprising of Mr. DaljeetSingh Matharu Mr. Giriraj Sharma and Mr. Sachin Sharma. Refer Corporate Governance reportfor details.
The company has complied with the requirements of the Code of Corporate Governance asstipulated in clause 49 of the listing agreement with the stock exchanges. A Report onCorporate Governance along with Certification by the Managing Director is attached to thisDirectors Report.
A Certificate from the Auditor of the Company regarding compliance of the conditions ofCorporate Governance as stipulated by clause 49 of the listing agreement is attached tothis Directors Report.
The statutory auditors of the Company M/s. Ashish Vyas & Co Dewas retire at theconclusion of the ensuing Annual General Meeting. The retiring auditors have furnished acertificate under Sec. 141 of the Companies Act 2013 confirming their eligibility forreappointment. The Auditors Report for the financial year ended March 31 2015 is annexedherewith and is part of the Annual Report.
Extract of Annual Return
An Extract of Annual Return of the Company Pursuant to section 92 (3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 isgiven below;
The relations between the employees and management continued to be cordial during theyear.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the limits set out interms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) ofthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014.
Particulars as required under section 134(3) (m) of the companies act 2013 read withthe companies (Accounts) Rules 2014:
1. Conservation of Energy Technology Absorption:
The particulars regarding the disclosure of the conservation of energy technologyabsorption as required under section 134(3) (m) of the companies act 2013 read withthe companies (Accounts) Rules 2014 are given below.
Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy. There is nomanufacturing activity is carrying on the company at present.
2. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports Initiatives taken to increase Exports Developmentsof new Export Market for products and Services and Export Plans:
The Company has not undertaken any export activities. The company is looking out forExport Opportunities.
b) Total Foreign Exchange used and earned:
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Companys enterprise wide risk management framework; and (b) Overseeing that allthe risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks. A Group Risk Management Policy was reviewed andapproved by the Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Companys managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Reliance Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors Reports:
Auditors Qualifications if any are self explanatory and does not require any comments
Board Comments on Secretarial Audit Qualifications:
Since there was no manufacturing or business activity is carried on by the Companyduring last year and in view of the loss of business to the company company cannot giveproper attention to the legal and regulatory compliance matters. However management is inthe process of regularizing all legal and procedural compliances.
Particulars of loans guarantees or investments under section 186:
Company has not provided loans investments and guarantees during the year.
Related Party Transaction under sub-section (1) of section 188:
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board is provided in the companys web site.
The Management is grateful to the Regulatory Authorities Share holders CompanysBankers Financial Institutions Insurance Companies Investors Clients BusinessAssociates for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the co-operationactive involvement and dedication of the employees.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai || |
|Date: 01/09/2015 || |
| ||Suresh Sharma |
| ||Director |