| Dear Members,
The Directors have pleasure in presenting their Thirtieth Annual
Report together with the Audited Accounts of the Company for the year
ended on 31st March, 2015.
1. FINANCIAL RESULTS: in Lakhs)
Year ended Year ended
Particulars 31st March, 31st March,
2015 2014
A Total Revenue 1,22,65.30 28,20.62
B Total Expenses 1,21,49.90 2,746.54
C Profit/(Loss) Before Tax 115.40 74.08
D Tax expense
- Current Tax 39.00 15.00
- Deferred Tax 0.06 0.00
E Profit/(Loss) after Tax 76.34 59.08
2. Financial Performance
During the year under review, the Company has earned Total Revenue of '
12,265.30 lakh in comparison to ' 2,820.62 lakh during the previous
year. The Company has earned net profit after tax of ' 76.34 lakh in
comparison of ' 59.08 lakh during the previous year. Your directors are
hopeful of better performance in the forthcoming year. There was no
change in the nature of the business of the Company during the year.
3. Dividend & Reserves
Your Directors abstain from declaring any dividend for the year and no
amount of profit earned during the year was transferred to General
Reserve.
4. Management Discussion & Analysis
Management Discussion & Analysis report is being given under Corporate
Governance Report. There are no material changes between the end of
the financial year and the date of the report which may affect the
financial position of the Company.
5. Listing With Stock Exchanges
At Present, the Equity shares of the Company are listed at Bombay Stock
Exchange Ltd.
6. Dematerialization of Shares
99.22% of the Company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 0.78% is in
physical form. The Company's Registrar and Transfer Agent is Purva
Sharegistry (India) Private Limited. having their registered office at
No.9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg,
Opp. Kasturba Hospital, Lower Parel, Mumbai - 400 011.
7. Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
8. Finance & Accounts
The Company has not raised any finance by issue of any securities
during the year. The Company has adequate financial resources at its
disposal for carrying on its business. Details of transactions are
given in the Notes to the Financial Statements.
Your Company prepares its financial statements in compliance with the
requirements of Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to financial statements are made on prudent basis, so as to
reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs and
profit for the year ended 31st March, 2015.
9. Subsidiaries, Joint Ventures and Associates Companies
The Company does not have any Subsidiary/Joint Ventures/Associate
Companies.
10. Deposits
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014
11. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as "Annexure A".
12. Statutory Auditors
(a) Comments and notes by auditors in the opinion of the management are
self-explanatory and do not require any further comments.
(b) M/s. Satya Prakash Natani & Co., Chartered Accountants, Mumbai,
retire at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment.
13. Secretarial Auditors
In terms of Section 204 of the Act and Rules made there under, M/s.
Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have
been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditor is annexed as "Annexure B" to this report. The
report is self-explanatory and do not call for any further comments.
14. Particulars Regarding Conservation of Energy, Technology
Absorption
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 requires disclosure of the particulars
regarding conservation of Energy and Technology absorption. The Company
is not having manufacturing facilities of its own; therefore
information required under this clause is not applicable to the
Company.
15. Foreign Exchange Earnings / Outgo
The Company has neither incurred any expenditure nor earned any income
in foreign exchange.
16. Corporate Social Responsibility (CSR)
The Company does not fall under the prescribed class of companies' u/s
135(2) of the Companies Act, 2013 read with Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014. Hence CSR is not
applicable to the Company.
17. Human Resources
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
18. Directors and Key Managerial Personnel
i. Appointment of Directors retiring by rotation:
Mr. Kailash Bhageria, Director of the Company will retire by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for reappointment.
ii. Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
19. Meetings of the Board
The Board of Directors duly met 8 times during the financial year, the
details of the same are being given in the Corporate Governance Report.
20. Vigil Mechanism
In order to ensure that activities of Company and its employees are
conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the Company has adopted a vigil mechanism policy.
21. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
22. Related Party Transactions
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 and that the provisions
of Section 188 of the Companies Act, 2013 are not attracted. Thus
disclosure in Form AOC 2 is not required. During the year, no material
related party transactions were entered into with related parties by
the Company. Details of transactions with related parties are given in
the Notes to the Financial Statements.
23. Risk Management:
The Company has adequate internal controls in place at various
functional levels and does not foresee any major risk such as
financial, credit, legal, regulatory and other risk keeping in view the
nature and size of its business.
24. Safety:
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
25. Significant and Material Orders Passed by the Regulators or
Courts:
There are no significant and material orders passed by
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
26. Material changes and commitments:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relates on the date of this report.
27. Board Evaluation:-
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India under Clause 49 of
the Listing Agreements.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of Board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
28. Audit Committee:
The Audit Committee was constituted on 14th March, 2013. The Audit
Committee is comprised of three Independent Directors. The composition
of the Audit Committee is as follows:-
Sr. Members
No.
1 Shri Vikash Jindal - Chairman
2 Shri Vimal Agrawal
3 Shri Ravikant Modi
All the recommendations made by the Audit Committee were accepted by
the Board.
29. Corporate Governance:
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organization's brand and
reputation. This is ensured by taking ethical business decisions and
conducting business with a firm commitment to values, while meeting
stakeholders' expectations. It is imperative that our company affairs
are managed in fair and transparent manner. This is vital to gain and
retain the trust of our stakeholders.
We comply with the Securities and Exchange Board of India (SEBI)'s
guidelines on corporate governance. We have documented our internal
policies on corporate governance. Several aspects of the act such as
Whistle Blower Policy and Code of Conduct and Ethics, have been
incorporated into our policies. A report on a Corporate Governance as
required under clause 49 of the listing agreement with the Stock
Exchange is appended as annexure to this report.
30. Ratio of Remuneration:
The information required pursuant to Section 197(12) read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
Sr. Name Designation Remuneration
No. FY 2014-15
1. Kailash Bhageria Whole 6,00,000
Time Director
2. Pawan Kumar Whole 4,80,000
Choudhary Time Director
Sr. Name % increase from Ratio/Times
No. previous year per Median of
Employee
Remuneration
1. Kailash Bhageria N. A. 40
2. Pawan Kumar 21% 32
Choudhary
The particulars of the employees as required under Rule 5(2) and rule
5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the
employees of the Company was in receipt of remuneration as prescribed
under the said Rules.
31. Share Capital
A) Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
C) Bonus Shares
No Bonus Shares were issued during the year under review.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year
under review.
32. Directors Responsibility Statement:-
According to the provisions of section 134(3)(c) of the Companies Act,
2013, the directors confirm that:
a) in the preparation of annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and
made judgements and estimates that are reasonable and prudent manner so
as to ensure true and fair view of the state of affairs of the Company
as at 31st March, 2015 and of the profit of the Company for the year
ended on that date.
c) adequate accounting records are maintained in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) financial statements have been drawn up on a going concern basis.
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
33. Acknowledgment
Your directors take the opportunity to record their deep sense of
gratitude for the valuable support and cooperation extended to the
Company by its shareholders and bankers.
Registered Office: For and on behalf of the Board
413 V Star Plaza,
Chandavarkar Road, Kailash Bhageria
Borivali (West), DIN: 01798209
Mumbai - 400 092. Chairman
Dated: 30th May 2015
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