| Dear Members,
The Directors have pleasure in presenting herewith the 23rd Audited
Annual report of your Company for the financial year ended on 31ST
MARCH, 2015
FINANCIAL HIGHLIGHTS :
During the year under review the financial performance of the Company
is as under : (Amount in Rupees)
Particulars For the Year For the Year
Ended on Ended on
31/03/2015 30/06/2014
Gross Income 4301203 461,623
Total Expenses 1326895 694,458
Profit /(Loss) Before Depreciation & Tax 2974328 (232,835)
Profit Before Tax 2974328 (232,835)
Provision for Tax 920000 8034
Excess Income Tax Provision P.Y NIL NIL
Provision for FBT NIL NIL
Net Profit / (Loss) for the Year 2,054,328 (240,869)
Deferred Tax Assets (Previous year NIL NIL
liabilities)
Previous year Balance B/f (20,581,439) (20,340,570)
Balance c/f to next year (18,527,111) (20,581,439)
SHARE CAPITAL STRUCTURE :
There was no change in total value of Authorized, Issued, Subscribed
and Paid up Share Capital Structure of the Company.
DIVIDEND :
During the year under review the directors have not recommended any
Dividend to be paid in order to strengthen the long term resources of
the Company.
UNPAID/UNCLAIMED DIVIDEND :
The Company does not have any outstanding unpaid/unclaimed dividend
which is required to be transferred to the Investors Education and
Protection funds as per the provision of Section 205C of the Companies
Act, 1956. The Company does not have any outstanding liability on
account of Interest and Principal on Deposits, Debentures or Share
Application Money.
YEAR UNDER REVIEW :
During the year Company has not earned any Business income. However it
has earned other income of Rs. 4301203. After deduction of all
Administrative and other Expenditure of Rs. 13.26.895 /-(Previous year
Rs 694,458/-) the company has earned a gross operational profit of Rs.
2,974,328 /- (Previous year gross loss of Rs. 232,835/-) After making
necessary adjustments for Deffered Tax, Your Company had earned a Net
Profit for the year of Rs. 20,54,328/- which is carried to balance
sheet. The total Accumulated loss at the end of the year stand at Rs.
18,527,111/- (Previous year loss of Rs.20,581,439/-)
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES
ACT, 2013 :
During the year under review the Company has given inter corporate
loans to Heavy Metals & Tubes limited of Rs. 34, 74, 043 however
Company has not given any investments and corporate guarantee.
DEPOSITS :
During the year under review your company has neither invited nor
accepted any public deposit as defined under Section 73 to 76 of the
Companies Act, 2013. But the Company has already taken deposits from
Public.
CORPORATE GOVERNANCE :
The Board of Directors supports to maintain the highest standards of
corporate governance and adhere to the corporate governance requirements
set out by SEBI. In addition to the basic governance issues, the Board
lays strong emphasis on transparency, accountability and integrity. The
Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance as stipulated under the aforesaid
Clause 49, is attached to the Report on corporate governance.
DEMATERIALISATION OF SECURITIES :
Your Company's equity shares are already admitted in the System of
Dematerialization by both the Depositories namely NSDL and CDSL. The
Company has already signed tripartite Agreement through Registrar and
Share Transfer Agent M/s Skyline Financial Services Private Limited.
The Investors are advised to take advantage of timely dematerialization
of their securities. The ISIN allotted to your Company is INE025D01013.
Total Share dematerialized up to 31st March 2015 were 4252100 which
constitute 72.28% of total capital. Your Directors request all the
shareholders to dematerialize their shareholding in the company as
early as possible.
COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :
The company is regular in making timely compliance of all the
applicable clauses of the Listing Agreement from time to time whether
it is event based compliance or time bound compliance of monthly,
quarterly, half yearly or yearly compliances. Your Company has already
paid Annual Listing fees of the Bombay stock exchange Limited for and
up to the financial year 2015-16. The same is pending for Ahmedabad
Stock Exchange. The Trading in equity shares of the Company is active
on the Bombay Stock Exchange Limited and the same is not suspended for
penal reasons by BSE during the year. The Trading platform of the
Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI
hence, no trading is recorded. The highest, lowest, average prices
recorded on the Bombay Stock Exchange on every month of the financial
year 2014-15 including the volume in shares traded is separately given
in other information para of Corporate Governance report attached here
to. During the year your company has neither issued any shares or stock
options or ESOPs or other employee benefits.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
The Complete Report on Corporate Governance is given separately after
this report.
Management's Discussion And Analysis :
Management's discussion and perceptions on existing business, future
outlook of the industry, future expansion and diversification plans of
the Company and future course of action for the development of the
Company are fully explained in a separate para in Corporate Governance
Report.
DIRECTORS :
During the year under review Mr. Suhag Vijaykumar Shah & Mr. Prakash
Nemchand Shah shall retire by rotation at the ensuing Annual General
Meeting as per the provisions of Law. They are eligible for
reappointment as director and have offered themselves for directorship
of the company. This year there were no changes in the constitution of
Board of Director of the company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges. Members are requested to refer to the Notice
of the Annual General Meeting and the Explanatory Statement for details
of the qualifications and experience of the Directors and the period of
their appointment. The Board recommends the passing of the Resolutions
at Item Nos. 5 to 9 of the Annual General Meeting Notice.
MANAGING DIRECTOR :
Mr. Dineshkumar S. Rao is the Managing Director of the Company and
taking managerial Remuneration of Rs. 2,00,000/- per annum.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
As required under section 217(1)(e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, particulars relating to
conservation of Energy, R & D, Technology absorption and foreign
Exchange earnings / outgo are separately provided in the annexure to
this report
Formation of Audit Committee in Compliance to Section 292 A of the
Companies Act, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE
GOVERNANCE :
In Compliance with the provisions of Section 292A of the Companies Act
1956 your company has formed an Audit Committee within the Organization
consisting of 3 independent directors. An Internal Auditors have been
appointed as Advisors in their professional capacity on this committee.
The area of operations and functional responsibilities assigned to the
committee are as per the guidelines provided in Clause 49 of the
Listing Agreement for implementation of code of corporate governance.
The Committee meets at least once in a quarter and gives its report of
each meeting to the Board for its approval, record and information
purposes. The detail of powers, responsibilities and system of
functioning of this committee is given in report on Corporate
Governance forming part of this report.
STATUTORY INFORMATION :
The Information required to be disclosed in the report of the Board of
Directors as per the provisions of Section 217 (1)(e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 regarding the conservation of energy,
technology absorption, foreign exchange earnings and outgo, etc. are not
being given as the Company was totally non operational during the year.
In fact there were no commercial business activities, manufacturing
activities, no sale or purchase of material etc. during the year. Hence,
are not given herewith.
Material Changes :
Except the information given in this report, no material changes have
taken place after completion of the financial year up to the date of
this report which may have substantial effect on business and finances
of the company.
EMPLOYEES:
Thereare no employees of the company who were in receipt of the
remuneration of Rs.60,00,000/- annually in the Aggregate if employed
for the year and in receipt of the Monthly remuneration of Rs.
5,00,000/- in the aggregate if employed for a part of the year under
review. Hence the information required under Section 217 (2A) of the
Companies Act, 1956 being not applicable and hence not given in this
report.
PARTICULARS OF THE EMPLOYEES :
Particulars of the employees as required under provisions of section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended from time to time,
are not attached with this report since there was no employee who was
in receipt of remuneration in excess of limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956read with the
Companies (Particular of Employees), Rules 1975.
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES :
The company has no any settlement/liquidation of Financial Liabilities.
It is not a sick company as per audited balance sheet for the current
year.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULE, 2014 :
i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Total Remuneration expenses : Rs. 375,500/-
Managerial Remuneration Expenses : Rs. 200,000/- Other employees
Remuneration : Rs. 157,500/-
ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any in the financial year:
No remuneration is increased during the year for any of the Key
Managerial Personnel, CFO, CEO, CS or Manager.
iii) The percentage increase in the median remuneration of employees in
the financial year
During the year there was fresh recruitment of the employees of the
company so there is no increase in the salary of the employees
iv) The number of permanent employees on the rolls of company 2;
v) The explanation on the relationship between average increase in
remuneration and company performance;
There is increase of 0% in the average Remuneration of the employees,
whereas Company is still a loss making one. So there is no any direct
relationship between the average increase in remuneration and company's
performance.
vi) Comparison of the remuneration of the Key managerial personnel
against the performance of the company ;
The KMP i.e. Managing Director is not paid any managerial Remuneration.
Hence, his remuneration is not comparable inter company, intra company
or inter industry as a whole.
vii) Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the company as at the close of the current
financial year and previous financial year;
Closing Market Price of shares of Company as on 31/03/2014 : Rs. 4.6/-
Closing Market Price of shares of Company as on 31/03/2015 : Rs. 4.28/-
Earning Per share for the financial year ended on
31/03/2014 : Rs. -0.04/-
Earning per share for the financial year ended on
31/03/2015 : Rs. 0.35/-
As the Company EPS is very minimal, the PE Ratio is Minimum
viii) Average percentile increase made in the salaries of employees
other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration ;
NOT APPLICABLE as there was no increase in Remuneration of any
employees of the company or the Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel
against the performance of the company :Not Comparable.
x) The key parameters for any variable component of remuneration
availed by the directors : NOT APPLICABLE.
xi) The ratio of the remuneration of the highest paid director to the
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year; and No employee is
receiving remuneration in excess or higher than the remuneration of
Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration
policy of the company.All remuneration of the Employees and directors
are decided by Nomination & Remuneration Committee and by the Board of
Directors within the organization.
DIRECTORS' RESPONSIBLITY STATEMENT :
Pursuant to the provisions of Section 134(5) of Companies Act, 2013
(Section, 217(2AA) of the Companies Act, 1956) your Directors declare
that:
i) In preparation of the annual accounts, as far as possible and except
to the extent if any accounting standards mentioned by the auditors in
their report as not complied with, all other applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are responsible
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 after the profit or
loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors had prepared the annual accounts on a going concern
basis.
v) The Directors, in the case of listed company, had laid down internal
financial control to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS :
STATUTORY AUDITORS :
DJNV & CO., Chartered Accountants, Present Statutory Auditors of the
company has given their letter of consent and confirmation under section
141(1) the Companies Act 1956 for appointed as Statutory Auditors of the
Company. The Board has now proposed to appoint the Statutory Auditors
for a period next 5 Financial year as per requirements of section 139
(1) of the Companies Act 2013 read with Companies (Audit and Auditors)
Rules 2014. Necessary Resolution for their appointment as the Statutory
Auditors and fixing their remuneration is proposed to be passed at the
Annual General Meeting.
INTERNAL AUDITORS : The company is in process of appointing an
independent Chartered Accountant to act as an Internal Auditor as per
suggestion of auditors in order to strengthen the internal control
system for the Company. However, as in the company during the previous
financial year, there were no much financial transactions or trading
business activities, looking to the size of the company and its business
operations and transactions, the matter is being discussed with the
statutory auditors on making of compliance with this requirements.
SECREATARIAL AUDITOR :
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the
secretarial auditor for the financial year 2014-15. They have given
their report in the prescribed form MR-3 which is annexed to this report
as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR :
The company has limited financial transactions and the managing director
of the company looks after to all the transactions of the company so the
company has not appointed any CFO and the due to less revenue and due to
high cost (approx: 600,000 P.a of both CFO and CS)has also not appointed
company secretary in the company and the company is in search of the
proper CFO and CS keeping in mind the budget of the company for the
compliance of this provisions.
AUDITORS OBSERVATION :
THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR
REªPORT. HOWEVER NOTES TO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND
SELF EXPLANATORY IN THE NATURE.
APPRECIATION :
The Directors take this opportunity to acknowledge the trust reposed in
your company by its Shareholders, Bankers and clients. Your Directors
also keenly appreciate the dedication & commitment of all our employees,
without which the continuing progress of the company would not have been
possible.
DATE : 30th May, 2014 On Behalf of the Board of Directors of
PLACE : Ahmedabad Heera Ispat Limited
Sd/-
(Dinesh Rao)
Chairman and Managing Director
DIN: 06379029
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