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

BSE: 531863ISIN: INE633D01022INDUSTRY: Holding Company

BSE   ` 0.19   Open: 0.19   Today's Range 0.19
0.19
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0.22
Year End :2015-03 
Dear Members,

The Directors' have pleasure in presenting their 22ndAnnual Report together with the Audited Statement of Accounts for the year ended March 31st, 2015.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st, 2015 compared to the previous year are summarized below:

                                                         (Rs. in Lacs)

Particulars                               Financial Year  Financial Year
                                             2014-15         2013-14
Gross Profit (Loss) After Interest But (1566.82) (548.30)

Before Depreciation & Taxation

Depreciation                                   -                 -

Profit Before Income Tax After              (1566.82)        (548.30)
Depreciation

Short Provision of Earlier Years               -                 -

Prior Period Expenses                          -                 -

Provision For Taxation                         -                 -
                                           (1566.82)          (548.30)
Net Profit (Loss)after Tax
PERFORMANCE AND FUTURE PROSPECTS

During the year, your company has not carried out any business or operational activities. The Company is improving its financial position.

DIVIDEND& RESERVES

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2015. During the year under review, no transfers were made to General Reserves.

CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the Financial Year 2014 - 2015.

INTERNAL FINANCIAL CONTROL

The Company has effective internal financial control and risk mitigation system which are constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

SUBSIDIARY/JOINT VENTURES

The Company has no subsidiaries or joint ventures with any other entities.

RELATED PARTY TRANSACTIONS

Your Company has not entered in to any transactions with related parties falling under the purview of section 188 of the Companies Act 2013 and Rules made there under.

DEPOSITS

The Company has not accepted any deposits under the Companies Act 2013 for the Financial Year 2014 - 2015.

AUDITORS' REPORT

The Statements made by the Auditors in their report are self-explanatory and do not require any comments by the Board of Directors.

STATUTORY AUDITOR

The Statutory Auditors M/s Sarda & Pareek, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to hold the office from conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 139 of the Companies Act, 2013.

SHARE CAPITAL

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2014 - 2015.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2014 - 2015.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015.

EXTRACT OF ANNUAL RETURN

The details forming the part of the extract of the Annual Return in Form MGT 9, as required under Section 92 of the Companies Act 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of energy and technology absorption by the Companies annexed to the report as "Annexure B".

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company.

DIRECTORS

A) Changes in directors and appointment of Key Managerial Personnel :

During the year under review, the Company appointed Ms. Muninder Kundan as an Additional Director until the conclusion of the forthcoming Annual General Meeting. It is proposed to appoint Ms. Muninder Kundan as Non Executive Independent Director of the Company in ensuing Annual General Meeting.

During the year under review, Mr. Mangesh Gaikwad, have resigned from the Board due to pre -occupation. The company appreciates his valuable contribution during his tenure.

B) Declaration by Independent Directors and Re-appointment of Directors:

All the Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

C) Board Evaluation :

Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement, a structured questionnaire was prepared for the evaluation of the Independent Directors and the Board. The Board of Directors expressed their satisfaction with the evaluation process.

During the year Board duly met 9 (Nine) times. The details of the number of meetings of the Board held during the Financial Year 2014 -2015 forms a part of the Corporate Governance Report.

AUDIT COMMITTEE

The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The details form a part of the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/s 186 OF THE COMPANIES ACT 2013

The Company has not given any loan, guarantee or security in connection with any loan to any other body corporate or person exceeding the specified limits mentioned under section 186(2) of the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/ s Priti J Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as "Annexure C" and forms an integral part of this report.

Boards Comments on Qualifications/ Observations by Secretarial Auditor:

As there were no operations during the year and consequent inadequacy of funds, Management was unable to appoint any Key Managerial Personnel, internal auditor as required under the provisions of Companies Act 2013.

Company has its website however same is not functioning. The management is in process to reactivate the same at the earliest.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor's confirming compliances, forms an integral part of this Report.

RISK MANAGEMENT POLICY

The Company has a dynamic Risk Management framework to identify, evaluate business risks and opportunities. The framework helps in identifying risks, exposure and potential impact analysis for the Company level. The details form a part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures , if any;

2. 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 as at March 31,2015 and of the profit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That the 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;

6. That 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.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the Company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

ACKNOWLEDGEMENTS

The Board of Directors of acknowledge the continued support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake holders and employees of the Company.

                                               By Order of the Board
                                         For Sigrun Holdings Limited

                                  Sd/-                           Sd/-
                                  Vinayak Bhat         Muninder Kundan
                                  Director                    Director
                                  DIN: 05175508          DIN: 07028299
Place: Mumbai Date: 10th August 2015