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You can view full text of the latest Director's Report for the company.

BSE: 524642ISIN: INE528E01022INDUSTRY: Construction, Contracting & Engineering

BSE   ` 0.96   Open: 0.96   Today's Range 0.96
0.96
+0.00 (+ 0.00 %) Prev Close: 0.96 52 Week Range 0.73
1.71
Year End :2015-03 
Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

Financial summary or hiehlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

                                                            Rs. In Lacs

Particulars                              2014-2015              2013-14

Gross Income                               99.51                  0.00

Profit Before Interest and                (39.66)              (13.07)
Depreciation

Finance Charges                            0.03                   0.02

Provision for Depreciation                   0.27                 1.35

Net Profit Before Tax                     (39.96)              (14.44)

Provision for Tax                               0                   0

Net Profit After Tax                      (39.96)              (14.44)

Tax on proposed Dividend                        0                   0

Transfer to General Reserve                     0                   0

Brief description of the Company's working during the vear/State of Company's affair

During the year under review the Company has total income of Rs. 99.51 (in lacs) as against previous year Rs. Nil, the same is on account of sales of its project of which the possession is handed over. However the company has posted net loss of Rs. 39.96 Lacs as against previous year loss of Rs. 14.44 Lacs, the same is due to decrease in company inventory.

Dividend

Due to losses your directors regret to declare any dividend for the year under review.

Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

Share Capital

There is no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

Mr. S. Vaidyanathan, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment, further during the year Mr. Nrupesh J Shah, Mr. Sanjaykumar M Lodha and Mr. Jitendra V Jain were appointed as additional director, you are requested to re-appoint them as regular director, beside Mr. Sandip Lavarde has been appointed as Chief Financial Officer of the Company with effect from 15th February, 2015.

Further during the year Ms. Amita Vishwavakarma also joined the board as additional director in order to meet the lady director requirement, however she has been resigned with effect from 17th July, 2015.

Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the designated officer and the same will be furnished on request.

Details of Sabsidiary/Joint Ventures/Associate Companies

The company doesn't have any subsidiary, joint venture and associates companies.

Auditors

The Auditors, M/s Gupta Shyam & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of three years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 25th AGM.

Auditors Reports

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's construction business for the FY 2015-16.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. P. D. Pandya & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments. There are some adverse remarks in the report and their explanation as per the management are enclosed herewith.

Form for Appointment of Internal Auditor : Regarding not filing e-Form MGT-14 for internal auditor appointment, the Company will file the same at the earliest.

Default in Annual Fining for the Financial Year 2013-14: Regarding default in non filing of annual compliances for the financial year 2013-14, the Company will file the same at the earliest.

Form for Appointment of Statutory Auditor : Regarding not filing the e-Form ADT-1 for appointment of statutory auditor, the Company will file the same at the earliest.

Appointment of Company Secretary : The Company has tried to appoint the same but unable to find out the desirable candidate for the same, however company will appoint the same in short period.

Form for Appointment of Chief Financial Officer: Regarding not filing the e-Form MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.

Form for Appointment of Chief Financial Officer: Regarding not filing the Form e-MGT-14 for appointment of chief financial officer, the Company will file the same at the earliest.

Transaction of more then 2 % of Company total share capital : Regarding not filing the Form e-MGT-104 for transaction for more then 2 % of share capital, the Company will file the same at the earliest.

Annual Disclosure of shareholding of promoter and director under SEBI (SAST) Regulation, 2011 - The Company will submit the same with stock exchange the said disclosure at the earliest.

Functional Website : Regarding not having functional website company's website is under implementation and soon company will display the required information on its website.

Publication of Financial Results: In future Company will publish its financial results in desired newspaper.

Form for Director Report and Approval of quarterly financial results : Regarding not filing the Form e- MGT-14 for appointment of reports and quarterly results, the Company will file the same at the earliest.

Internal Audit & Controls

The Company appointed M/s. K. K. Biyani & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in over all operations of the company.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy will be uploaded on website of the Company once it is fully functional.

Risk Management policy

The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures..

Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the members to Note 21 to the financial statement which sets out related party disclosures.

Public Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board. Internal Auditor monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Corporate Governance Certificate

As per Clause 49 of the Listing Agreement with the Stock exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors' Report.

Disclosure

Audit Committee

The details pertaining to composition of audit Committee are included in the Corporate governance Report which forms part of this report.

Nomination & Remuneration Committee

The details pertaining to composition of Nomination & remuneration Committee are included in the Corporate governance Report which forms part of this report.

Stakeholder Relationship Committee

The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate governance Report which forms part of this report.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No such order passed by the any of the regulatory authority or courts or tribunals.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013

The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act. 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

During the year under review, the Company has not carried out any manufacturing activity and hence fee Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

Foreign exchange earnings and Outgo

During fee year, the total foreign exchange used was nil and the total foreign exchange earned was nil. Corporate Social Responsibility (CSR)

The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy) Rules, 2014 are not applicable to the Company.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in fee preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at fee end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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) fee directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Listing with Stock Exchange

The Company confirms that it had paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Shareholders, Bankers, regulatory bothes and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.

                            For and on behalf of the Board of Directors

Place : Mumbai                                 Kamlesh Desai
Date: 4th September, 2015                    Managing Director
                                               DIN No. 00079724