We are privileged to place before you the 35th Annual Report of your Company togetherwith the Corporate Governance
RESULTS FROM OPERATIONS
| || ||(Rs. in Lacs ) |
|Financial Results ||2014-2015 ||2013-2014 |
|Net Profit /loss before tax ||0.84 ||(0.82) |
|Provision for taxation including FBT ||0.26 ||- |
|Provision for deferred tax assets/(liabilities) ||- ||(0.21) |
|Taxation of earlier years ||- ||- |
|Net Profit /Loss after tax ||0.58 ||(0.62) |
The Company's Turnover for the year ended March 31st 2015 is Rs. 30.07 Lakhs asagainst Rs. 0.15 Lakhs for the previous year.
Transfer to Reserves
The Company has transferred Rs.58554/- to reserves
In view of the current performance the Board of Directors of the Company do notrecommended any Dividend.
The paid up Equity Share Capital as on March 31 2015 was 261943333. During the yearunder review the Company has not issued any shares
The Company has not accepted any deposits from the public during the financial year.
Number of Board Meetings
During the year under review the Board of Directors met 7 times i.e. on 13th May20146th June 20148th Aug 20141st Sep 2014 5th Sep 201414th Nov 201413th Feb 2015.Are given in the corporate governance which is a part of their annual report.
Committees of the Board
The board has Audit Committee Nomination/Remuneration committee Share TransferCommittee stake holder relationship committee.
Composition of Audit Committee:
An Audit Committee of the Board has been constituted in terms of the relevantprovisions of the Listing Agreement and Section 177 of the Companies Act 2013.Constitution and other details of the Audit Committee are given in the CorporateGovernance Report which is a part of this Annual Report
Statement on Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.
Company's policy on directors' appointment and remuneration including criteria:
The Company has formulated a "Nomination and Remuneration policy" which is incompliance with the provisions of the Companies Act 2013 and revised Clause 49 of theListing Agreement. This policy lays down a framework in respect to appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors etc. This policy is applicable to Directors Key ManagerialPersonnel and Senior Management.
KEY MANAGERIAL PERSONNEL:
Shri Dipal Rokadia Chairman & Managing Director of the Company was appointed asthe Key Managerial Personnel with effect from 1st April 2014.
Smt. Hiral Rokadia was appointed as the Key Managerial Personnel with effect from 13thFebruary 2015.
Directors' Responsibility statement:
Pursuant to Section 134(3)(C) of the Companies Act 2013 the Directors confirm that:-
i. In the preparation of the annual financial statements for the year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii. Appropriate accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2015 and ofthe profit of the Company for the year ended on that date;.
iii. Proper and sufficient care has been taken 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;.
iv. The annual financial statements have been prepared on a going concern basis;
v. Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;
vi. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
As per the Provisions of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Mr. Jignesh Rokadia who retires by rotation and eligible forre-appointment offers himself for re-appointment.
Mr. Arvind Shah Director of the Company is an Independent Director and is also amember of other committees of the Company
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors .
The Company's Statutory Auditors Mr. William Serrao Chartered Accountants Mumbairetire at the ensuing Annual General Meeting and being eligible for Re appointment offerthemselves for reappointment. A letter has been received from him that his reappointmentif made will be in conformity with the provisions of section 139of the Companies Act2013.
There are no qualifications contained in the Auditors' Report and therefore there areno further explanations to be provided in this report.
The company is in the process of finalizing secretarial auditor for the audit of thecompany.
The Company has formed a Risk Management Committee as per revised clause 49 of thelisting agreement. The details of the committee and its terms of reference are set out inthe Corporate Governance Report forming part of this Annual Report.
Management Discussion and Analysis
Pursuant to Clause - 49 of the Listing Agreement with Stock Exchange the ManagementDiscussion and Analysis (MDA) is required to be annexed to this report. There is nomanufacturing activities and the Company continued with trading activities.
Internal Financial Controls
The Company has adequate internal financial controls with reference to financialstatements.
Extract of Annual Return
The extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 has been annexed to this Report in prescribed Form MGT 9.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013
During the financial year 2014-2015 the Company has not given any loans guarantees ormade any investments as per the provisions of section 186 of the Companies Act 2013.
Particulars of Contracts or arrangements with related parties referred to in Section188(1) of the Companies Act2013
There were no Material Related Party Transactions as per the provisions of ListingAgreement and Section 188 of the Companies Act 2013. All the related party transactionsare approved by the Board as well as by the Audit Committee. The necessary disclosuresregarding the transactions entered into with the related parties are given in the Notes tothe Financial Statements.
Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo:
During the financial year the electricity expenses incurred by the Company were Rs.0.07/- as compared to Rs. 0.11/- in the previous year.
(A) Conservation of Energy-
The steps taken or impact on conservation of energy
As the Company is engaged in trading of industrial vacuum cleaners conservation ofenergy and technology absorption are not applicable to the company.
(I) The steps taken by the Company for utilizing alternate sources of energy.
The Directors are considering various possibilities for utilizing alternate sources ofenergy.
(ii) The capital investment on energy conservation equipments Nil.
(B) Technology absorption
(I) The efforts made towards technology absorption Not applicable
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not applicable
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- not applicable
(a) The details of technology imported - Not applicable
(b) The year of import - Not applicable
(c) Whether the technology has been fully absorbed - Not applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof Not applicable and
(iv) The expenditure incurred on Research and Development - Not applicable
(C) Foreign Exchange earnings and outgo
There was no inflow and outflow of foreign exchange during the year under review.
Corporate Social Responsibility:
The Company does not have a net worth of ` 500 crore or turnover of ` 1000 crore or netprofit of ` 5 crore and accordingly the provisions of Section 135 of the Companies Act2013 are not applicable to the Company.
Formal Annual evaluation of Board its Committees etc:
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 the Directors individually as well as the evaluation of the working of itsCommittees. The performance evaluation of the Chairman & Managing Director and theNon-Independent Director was carried out by the Independent Director in their meeting. TheDirectors have expressed their satisfaction with the evaluation process.
Subsidiaries and Group Companies:
The Company does not have any Subsidiary Joint venture.
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 the Directors individually as well as the evaluation of the working of itsCommittees. The performance evaluation of the Chairman & Managing Director and theNon-Independent Directors was carried out by the Independent Directors. The Directors haveexpressed their satisfaction with the evaluation process.
There were no employees who were in receipt of remuneration exceeding the limitsspecified in Section 197 (12) of the Companies Act 2013 read with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Particulars of Employees
The disclosure as required under Section 197(12) of the Companies Act 2013 read withthe relevant rules is not applicable to the Company. During the financial year none of theemployees were in receipt of remuneration of Rs. 5 lacs per month or Rs. 60 lacs perannum.
CEO / CFO Certificate
Pursuant to Clause-49 of the Listing Agreement CEO / CFO Certificate is annexed tothis report.
Change in nature of business if any:
There has been no change in the nature of business of the Company for the year underreview.
Material Changes and Commitments if any;
There have been no material changes and commitments which can affect the financialposition of the Company that occurred between the end of the financial year of the Companyto which the financial statements of the Company relate and date of this report
Vigil Mechanism/ Whistle Blower Policy:
The Company has a 'Vigil Mechanism / Whistle Blower Policy' as per the relevantprovisions of the Listing Agreement and Section 177 of the Companies Act 2013. Thedetails are given in the Corporate Governance Report which forms a part of this AnnualReport.
Sexual Harassment policy:
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at workplace with a mechanism of lodging complaints. During the yearunder review there were no complaints reported to the Board
Your Directors wish to place on record their sincere thanks to all members andemployees for their continued support and co-operation.
|MUMBAI ||For and on behalf of the Board of Directors |
|Regd Office: ||For INTRADECO LIMITED |
|303/B Aditya Heritage Om Nagar || |
|Nex to Jeena House ||DIPAL ROKADIA |
|Andheri (E) Mumbai - 400 099. ||CHAIRMAN |