SHREEJAL INFO HUBS LIMITED
Your Directors have pleasure in presenting their 51st Annual Report on theAudited Statement of Accounts of Shreejal Info Hubs Limited [Company]for the Financial Year ended March 31 2015.
1. FINANCIAL RESULTS
The summarized financial performance of the Company for the FY 2014-15 and FY 2013-14is given below:
| || ||Amt. in Rs. |
|Particulars ||2014-2015 ||2013-14 |
|Gross Income ||1125500 ||1743800 |
|Net Profit Before Tax ||22022 ||25757 |
|Provision for Tax || || |
|- Current Year ||10000 ||9000 |
|- Previous Year ||- ||- |
|- Deferred Tax ||(126640) ||- |
|Net Profit After Tax ||138662 ||16757 |
|Balance of Profit brought forward ||138662 ||16757 |
|Balance available for appropriation ||138662 ||16757 |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on proposed Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus carried to Balance Sheet ||138662 ||16757 |
2. REVIEW OF OPERATIONS
During the year under review the Company has posted total Income of Rs. 11 25500/-as against total Income of Rs. 17 43800/- in the corresponding previous year.
Net Profit after Tax for the year under review was Rs. 1 38662/- as against NetProfit after Tax of Rs. 16757/- in the corresponding previous year.
3. FUTURE PROSPECT
Your Company is constantly striving for new fields of innovation improved performancewith a continued sense of commitment to a higher standard. There is a constant effort thatis being made for bringing in worthy and new projects. Your Company is committed to handlenew roles and responsibilities and is open to accept new challenges on a global basis byvirtue of its strengthened business model. In addition there are continuous efforts atimproving efficiency.
4. DIVIDEND AND RESERVES
In order to conserve the resources for the further growth of the Company yourDirectors think fit not to recommend any dividend for the year under review.
5. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March 2015 isRs.75000000 comprising of 75000000 shares of Re. 1/- each. During the year underreview the Company has not issued any equity shares.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mrs. Priti Vora Director of the Company retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forreappointment.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirms that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The directors have 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 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 have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
8. PARTICULARS OF MANAGERIAL REMUNERATION
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Companyis enclosedas Annexure I and forms part of this Report.
As per the provisions specified in Chapter XIII of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 none of the employees of the Company arein receipt of remuneration exceeding Rs. 6000000/- per annum if employed for whole ofthe year or Rs. 500000/- per month if employed for part of the year.
9. NUMBER OF BOARD MEETINGS
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year07 (Seven) Board Meetings were convened and held the details of which are givenin the Corporate Governance Report. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 and the Listing Agreement.
10. BOARD EVALUATION
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 Directors expressed satisfaction with the evaluation process. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
11. INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013 as well as Clause 49 of theListing Agreement.
12.NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The details of this policy are provided on theCompanys website.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary company and has not entered into joint venturewith any other company.
14. STATUTORY AUDITORS AND AUDITORS REPORT
The Auditors M/s. S.D. Malde & Co. Chartered Accountant (Firm Regn:120605W)retire at the ensuing Annual General Meeting and being eligible; offer themselvesfor reappointment for a period of one year from the conclusion of this Annual GeneralMeeting [AGM] till the conclusion of 54th AGM. As required under the provisionsof Section 139 of the Companies Act 2013 the Company has obtained written confirmationfrom M/s. S.D. Malde & Co. Chartered Accountantthat their appointment if made wouldbe in conformity with the limits specified in the said Section.
Auditors Report as issued M/s. S.D. Malde & Co. Chartered Accountant Auditor ofthe Company is self explanatory and need not call for any explanation by your Board.
15. APPOINTMENT OF COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER
The Company is in process of appointing Company Secretary in whole time employment andChief Financial Officer pursuant to Section 203 of the Companies Act 2013 read with Rule8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under Kiransingh RajpurohitPracticing Company Secretary have been appointed Secretarial Auditors of the Company. TheSecretarial Audit Report is enclosed as Annexure IV to this report.
17. INTERNAL AUDIT & CONTROLS
The Company has in place adequate internal financial controls with reference to thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management and Statutory Auditors. Significant internal auditfindings are discussed and follow-ups are taken thereon.
18. CONSTITUTION OF AUDIT COMMITTEE
All members of the Audit Committee possess strong knowledge of accounting and financialmanagement. Further the Audit Committee is constituted as per the provision of Section177 of Companies Act 2013 and rules made there under and as per amended clauses ofListing Agreement details of which is provided in the Corporate Governance Report alongwith other details.
19. EMPLOYEES STOCK OPTION PLAN
The Company has not provided stock options to any employee.
20. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Whistle Blower Policy /Vigil Mechanism for directors and em ployees to report genuineconcerns has been established. The said Policy has been uploaded on the website of theCompany at www.shreejalinfo.com . The employees of the Company are made aware of the saidpolicy at the time of joining the Company.
21. RISK MANAGEMENT POLICY
The Company has laid down the procedure to inform the Board about the risk assessmentand minimization procedures. These procedures are reviewed by the Board annually to ensurethat there is timely identification and assessment of risks measures to mitigate themand mechanisms for their proper and timely monitoring and reporting.
22. EXTRACT OF 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 AnnexureII and forms part of this Report.
The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 andas on 31st March 2015 there were no outstanding deposits.
24. LOANS & GUARANTEES
During the year under review the Company hasnot provided any loan guarantee securityor made any investment covered under the provisions of Section 186 of the Companies Act2013 to any person or other body corporate.
The properties/assets of the Company are adequately insured.
26. RELATED PARTY TRANSACTIONS
During FY 2014-15 the Company has not entered into Related Party Transactions Sinceall Related Party Transactions entered into by the Company were in ordinary course ofbusiness and were on an arms length basis Form AOC-2 is applicable to the Companyand given as Annexure III.
27. CORPORATE GOVERNANCE CERTIFICATE
A Report on Corporate Governance alongwith a certificate from the Auditors of theCompany regarding the compliance of conditions of corporate governance as stipulated underClause 49 of the Listing Agreement forms a part of this Annual Report.
28.MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report which gives a detailed state of affairsof the Companys operations forma a part of this Annual Report.
29. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE
The Business activities carried out by the Company do not fall under the list ofindustries specified for which Section 134(3)(m) of the Companies Act 2013 read with Rule3 of the Companies (Accounts) Rules 2014 is not applicable and hence disclosures requiredtherein are not applicable to the Company.
During the year there were no Foreign Exchange earningsnor any expenses incurred.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. August 2nd2014) with the Ministry of Corporate Affairs.
The Directors would like to thank all shareholders customers bankers suppliers andeverybody else with whose help cooperation and hard work the Company is able to achievethe results. The Directors would also like to place on record their appreciation of thededicated efforts put in by the employees of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||PRITI VORA ||YOGESH PATEL |
|Date: August 27 2015 ||DIRECTOR ||DIRECTOR |
| ||[DIN: 06937575] ||[DIN: 06670459] |
Information required under Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i. The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2014-15 and
ii. The percentage increase in remuneration of each Director Managing Director &Chief Executive Officer Chief Financial Officer and Company Secretary of the Company inthe financial year 2014-15
|Name & Designation ||Remuneration of each Director & KMP for Financial Year 2014-15 ||% increase/ decrease in remuneration in the Financial Year 2014-15 ||Ratio of remuneration of each Directors to median remuneration of employees |
| ||(Rs.) || || |
|A. Directors || || || |
|Mr. Pratik Patel ||NIL ||N.A. ||N.A. |
|Mr. Haresh Narsinh Patel ||NIL ||N.A. ||N.A. |
|Mr. Yogesh Shivgan Patel ||NIL ||N.A. ||N.A. |
|Mr. Jayanti Naran Velani ||NIL ||N.A. ||N.A. |
|Mr. Priti Mukesh Vora ||NIL ||N.A. ||N.A. |
|B. Key Managerial Personnel ||NIL ||N.A. ||N.A. |
iii. The percentage increase in the median remuneration of employees in the financialyear 2014-15
| ||Financial Year 2014 - 15 ||Financial Year 2013 - 14 ||Increase |
| ||(Rs.) ||(Rs.) ||(%) |
|Median remuneration of all employees ||NIL ||NIL ||NA |
Note: Due to financial crunch company is not able to pay any remuneration.
iv. The number of permanent employees on the rolls of Company.
There were no permanent employees on the rolls of Company as on March 31 2015.
v. The explanation on the relationship between average increase in remuneration andCompany performance.
The Company is not providing any remuneration to its Key Managerial Personnel.
vi. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.
There are no employees of the Company who receive remuneration in excess of the highestpaid Director of the Company.