| Dear Members,
The Directors have pleasure in submitting their Annual Report of the
Company together with the Audited Statements of Accounts for the year
ended 31st of March, 2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous years figures are given hereunder:
Particulars 31/03/2015 31/03/2014
(Rupees in) (Rupees in)
Sales And Other Income 24,55,080 24,36,646
Profit/Loss before depreciation 8,87,823 7,81,861
and amortization
Depreciation and amortization for 4,21,524 4,38,448
the year
Net Profit/Loss after depreciation 4,66,299 343,413
and amortization
Exceptional Items 0 0
Profit before extraordinary items 4,66,299 3,43,413
and tax
Extraordinary Items 0 0
Profit before tax 4,66,299 3,43,413
Current tax expense 1,99,917 1,72,510
Deferred tax expense (58,622) (69,714)
Profit/Loss for the period from 0 0
continuing operations
Profit/Loss from discontinuing 0 0
operations
Tax expense of discontinuing 0 0
operations
Profit/Loss from discontinuing 0 0
operations (after tax)
Profit/Loss transferred/adjusted 3,25,004 2,40,617
to General Reserve
Basic earnings per equity share 0.33 0.24
Diluted earnings per equity share 0.33 0.24
2. DIVIDEND
In order to conserve the resources, the Board of Directors has not
recommended any dividend for the year under review.
3. PERFORMANCE OF THE COMPANY:
During the year under review, your Company's Gross Revenue is 24,55,080
(Previous Year: 24,36,646). Gross profit before interest, depreciation
and tax amounted to 9,45,777 (Previous Year: 7,90,318). The net profit
stood at 3,25,004 (Previous Year: 2,40,617).
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT
There were 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 and the date of the report.
5. conservation of energy, technology Absorption, foreign exchange
earnings and outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is not applicable to the company.
6. STATEMENT CONCERNiNG DEVELOPMENT AND implementation of risk
management policy OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of
risk threatening the Company's existence are very minimal.
7. details of policy developed and implemented by the COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBiLiTY initiatives
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
8. particulars of loans, guarantees or investments MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provisions is not applicable.
9. PARTiCULARS OF CONTRACTS OR ARRANGEMENTS MADE WiTH RELATED PARTiES
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 186 are furnished in Annexure 1 and is
attached to this report.
10. EXPLANATiON OR COMMENTS ON QUALiFiCATiONS, RESERVATiONS OR ADVERSE
REMARKS OR DiSCLAiMERS MADE BY THE AUDiTORS AND THE PRACTiCiNG COMPANY
SECRETARY iN THEiR REPORTS
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report.
The practicing company secretary qualifies their Secretarial Audit
report and same is attached herewith.
11. COMPANY'S POLiCY RELATiNG TO DiRECTORS APPOiNTMENT, PAYMENT OF
REMUNERATiON AND DiSCHARGE OF THEiR DUTiES
The Company does not have any policy.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure 2 and attached to this Report
13. NUMBER OF BOARD MEETiNGS CONDUCTED DURiNG THE YEAR UNDER REViEW
The Company had 4 Board meetings dated 30th May, 2014, 12th August,
2014, 14th November, 2014 and 9th February, 2015 during the financial
year under review.
14. DiRECTORS RESPONSiBiLiTY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
a. in the 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 the 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. the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively. Internal financial control means the policies and
procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information.
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.
15. SUBSiDiARiES, JOINT VENTURES AND ASSOCiATE COMPANiES
The company does not have any Subsidiary, Joint Venture or Associate
Company.
16. DEPOSiTS
During the year company has not accepted/renewed any deposits during
the year under review.
17. DiRECTORS
Mr. Ashim Saraf and Mr. Mahesh Saraf retire in the ensuing Annual
General Meeting and being eligible offer themselves for re-election.
18. DECLARATiON OF iNDEPENDENT DiRECTORS
The Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
19. STATUTORY AUDiTORS
Salve & Co. have been appointed as Statutory Auditors for a period of 3
years in the Annual General Meeting held on 29/09/2014. Their
continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting. The
Company has received a certificate from the above Auditors to the
effect that if they are re-appointed, it would be in accordance with
the provisions of Section 141 of the Companies Act, 2013.
20. DiSCLOSURE OF COMPOSITION OF AUDiT COMMiTTEE AND PROVIDING VIGIL
Mechanism
Audit Committee was not constituted by the Company during the year.
The Company has not established vigil mechanism.
21. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any shares 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
The Company has not issued any bonus shares during the year under
review.
d. EMPLOYEES STOCK OPTiON PLAN
The Company has not provided any Stock Option scheme to the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF DiRECTORS
ANURAG SARAF M.D. SARAF
Managing Director Director
Place : Nagpur
Date : 13th August 2015
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