DIRECTORS' REPORT Dear Members, Your Directors are pleased to present the 23rd Annual Report along with the Audited Accounts of the Company for the financial year ended on 31st March, 2015. DIVIDEND: In view to strengthen the position of the company, your company has decided to plough back the profits in the company and hence do not recommend any dividend for the financial year 2014-15. AMOUNT TRANSFER TO RESERVES AND SURPLUS: The Board has recommended a transfer of Rs.23,20,696/- to Reserves and Surplus account. CHANGE IN NATURE OF BUSINESS: There is no change in the nature of business of the Company for the year under review. MATERIAL CHANGES AND COMMITMENTS: During the year under review, company has sold 82,800 equity shares of Rs.10/- each of M/s. Invincible Natural Resources Pvt. Ltd. which were held as investment in the name of the company worth Rs.8,28,000/-. There is no other material change and/or commitment was occurred during the year under review which significantly affects the financial position of the company. REGULATORY ORDERS: During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. INTERNAL FINANCIAL CONTROL: As per provisions of the Companies Act, 2013, the company has implemented Internal Financial Control system. The Board regularly reviews the effectiveness of the controls and takes necessary actions to make its running in smooth manner. This internal control includes review of bank accounts on monthly basis, monthly review of creditors / debtors accounts, preparation of quarterly profit and loss accounts and balance sheet, review of periodical cash flow statements showing utilization of funds, etc. Based on the review of this evaluation, there have been no significant transactions / events during the year that have materially affected our internal financial control system. PUBLIC DEPOSITS: During the year ended on 31st March, 2015, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956) read with Companies (Acceptance of Deposits) Rules, 2014 and amendments made thereto. LOANS, GUARANTEES AND INVESTMENTS: Particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013, during the year under review, are provided in the notes to the financial statement. RELATED PARTY TRANSACTION: During the year under review, the Company had not entered into any contracts or arrangements with related parties which attracted the provisions of Section 188 of the Companies Act, 2013. STATUTORY AUDITORS: The Statutory Auditors of the Company, M/s. Venkatesh & Co, Chartered Accountants, Chennai, (F.R. No. 004636S), holds office until the conclusion of ensuing Annual General Meeting and are unwilling to continue as statutory auditors. The company has received a certificate from M/s. Bihari Shah & Co., Chartered Accountants, Ahmedabad (F.R. No. 119020W) stating their appointment, if made, would be within the prescribed limit under Section 139 of the Act and rules made there under. The Board of Directors proposed the members of the company to appoint M/s. Bihari Shah & Co., Chartered Accountants, as the Statutory Auditors of the company for one year. AUDITOR'S REPORT: The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, if any, appearing in Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors. SHARE CAPITAL: The paid up Equity Share Capital of the Company as on March 31, 2015 is Rs.12,00,00,000/-. The company neither issued shares with differential voting rights nor granted any stock options or sweat equity. CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 are not applicable to the company. The company does not have any foreign exchange earnings and expenditure. CORPORATE SOCIAL RESPONSIBILITY: Provisions of CSR are not applicable to the company as the company does not have net worth of Rs. 500 crore or more, or turnover of Rs.1000 crore or more, or a net profit of Rs.5 crore or more during any financial year. DIRECTORS AND KEY MANAGERIAL PERSONNEL: (1) Board of Directors The Board of Directors is comprised of four directors as on March 31, 2015 including one Managing Director, one Non-Executive Director and two Independent Directors. All the Independent Directors of the company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Agreement with the Stock Exchange. In compliance of the provisions of Section 196, 197 and other applicable provisions read with Schedule V of the Companies Act, 2013, Mr. Hitesh C. Kothari has been appointed as Managing Director and CEO of the Company with effect from October 01, 2014. During the year under review, in compliance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the company has appointed Mr. Hasmukh M. Thakker and Mr. Bhavesh P. Mamnia as Independent Directors of the Company for a term of five years. During the year under review, Mr. C. K. Kothari retired from the post of Non-Executive Director of the company from the conclusion of Annual General Meeting held on September 23, 2014. In compliance of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, company has appointed Ms. Reema C. Kothari as Non-Executive Director of the Company. (2) Board Evaluation The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual directors. The process was carried out and covered various aspects of the Board functioning such as composition of Board and committees, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgement, governance issues, etc. (3) Meetings of Board of Directors Regular Board Meetings are held to discuss business aspects, policies and other matters related to business of the company. The notice of the Board Meeting has been sent well in advance to all the directors of the company. During the year, seven meetings of Board of Directors were convened and held, the details of which are given in the Corporate Governance Report, which is a part of this Annual Report. The gap between two consecutive meetings was not more than one hundred and twenty days. (4) Committees of Board of Directors As per requirements of the provisions of Companies Act, 2013 and Rules made there under and as per provisions of Clause 49 of Listing Agreement, the company has formed following committees. (a) Audit Committee (b) Stakeholders Relationship Committee (c) Nomination and Remuneration Committee (d) Risk Management Committee The details of which are mentioned in Corporate Governance Report, which is a part of this Annual Report. (5) Vigil Mechanism In compliance of provisions of Section 177 of the Companies Act, 2013, the Company has established vigil mechanism for the directors and employees of the company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The vigil mechanism policy is disclosed on the website of the company. (6) Key Managerial Personnel Following persons were designated as Key Managerial Personnel during the year. (1) Mr. Hitesh C. Kothari - Managing Director (2) Mr. Ankit J. Shah - Chief Financial Officer (3) Mr. Mihir J. Mehta - Company Secretary DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that: 1. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanations with respect to material departures if any; 2. The Directors have 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 ofthe state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period; 3. 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. The Directors have prepared the annual accounts on a going concern basis. 5. The Directors have laid down internal financial controls and that such internal financial controls are adequate and operating effectively. 6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. REMUNERATION: The role of Nomination and Remuneration committee is to recommend to the Board the appointment/reappointment of Executive and Non-Executive Directors. The Board has vested powers on the Committee to determine remuneration of the directors and senior management. The remuneration policy is mentioned in the Corporate Governance Report, which is a part of this Annual Report. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the company for the Financial Year 2014-15. The Secretarial Audit Report is attached herewith as Annexure - A. CORPORATE GOVERNANCE: Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under amended Listing Agreements of the Stock Exchanges with which the company is listed are complied with. A separate report on Corporate on Governance is produced as a part of Annual Report. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a report on Corporate Governance along with Auditors Certificate of its Compliance is included as part of the this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed and forms part of the Annual Report. EXTRACT OF ANNUAL RETURN: As per provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure-B. PARTICULARS OF THE EMPLOYEES: The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure - C. ACKNOWLEDGEMENT: Your Directors wish to place on record their deed appreciation of the dedication and commitment of the employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the consultants, auditors and shareholders for their continuous patronage and cooperation. For and on behalf of the Board of Directors Hitesh C. Kothari Managing Director (DIN: 01217705) Regd. Office: No. 3, Murthy Lane, 1st Floor, Off Devaraja Mudali Street, Ratan Bazar, Chennai - 600 003 Tamilnadu. CIN:L67120TN1993PLC024144 Place: Chennai Date: 12/08/2015 |