DIRECTOR'S REPORT The Members, Your Directors are pleased to present the 13th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended 31st March, 2015. The summarized financial results for the year ended 31st March, 2015 are as under: Review of Operation Revenue for the current year is Rs 5.53 Lacs. Your Company suffered loss of Rs. 0.91 Lacs during the year under report. Your Directors expect better performance & recovery of losses in the coming financial years. Share Capital During the year under review, the Company has not allotted any shares. The share capital stood at same as it was earlier. Dividend Company suffered loss due to which no dividend was declared by your Directors for the financial year 2014-15. Directors The Board of Directors consists of Executive and Non-Executive directors including Independent directors who have wide and varied experience in different disciplines of Corporate functioning. During the year under review, Mrs Charu Pareek was appointed as additional Director w.e.f 29th May, 2015, under Section 149(1) of the Companies Act, 2013, who holds the office upto the ensuing Annual General Meeting and being eligible offer herself for appointment. Your Directors recommend her appointment. Mr. Kuldeep Kumar, Director is liable to retire by rotation at the ensuing Annua! General Meeting of the Company and being eligible, offers himself for re-appointment. Your Director recommend for his re-appointment. The independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Director fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Director. Corporate Governance Your Company has fully complied with the requirements and disclosures that have to be made under code of Corporate Governance as required under clause 49 of the Listing agreement entered into with Bombay Stock Exchange Limited (BSE). Being a listed Company necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a Certificate of Compliance from the Statutory Auditors, forms part of this. Management Discussion and Analysis The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report. Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed. 2. 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 or loss of the company for that period. 3. 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. 4. The Directors had prepared the Annual Accounts on a going concern basis. 5. 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 Disclosures under Section 134(3)(L) of the Companies Act. 2013 Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report. Transfer to Reserves i n terms of Section 134(3)(i) of the Companies Act,2fll3 For the financial year ended 31st March, 2015, the Company had not transferred any sum to its Reserves as it suffered loss during the year. Transfer to the Investor Education and Protection Fund In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government. Particulars of Employees There is no employee in the Company whose particulars are required to be given under the provisions of section 197(12) of the Companies Act, 2013 read with the (Particulars of Employees) Rules, 1975, as amended. Statutory Auditors Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. As per the provisions of the Companies Act, 2013, M/s R. Mahajan & Associates, Chartered Accountants, hold office as Statutory Auditors of your Company till the conclusion of the 14th Annual General Meeting and are eligible for reappointment for the second year of the term of one year as mention in Section 139(2) of the Companies Act, 2013. Your Company received a certificate from M/s R. Mahajan & Associates, Chartered Accountants, as required under Section 141 of the Companies Act, 2013, to effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof. You are requested to appoint them as Statutory Auditors from the conclusion of this Annual General Meeting upto the conclusion of 14th Annual General Meeting. Disclosure of Board Report as per Secretarial Standards The Company has appointed M/s Mayank Bhartiya & Co., Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the Financial Year ended 31st March, 2015 is being attached with the Director's Report as Annexure-B which is self explanatory and needs no comments. Extract of Annual Return Section 92(3) of Companies Act. 2013 The Extracts of the Annual Return for the year 2014-15 being attached with the Directors Report as Annexure -C. Number of Board Meeti nes Section 173(1) of Companies Act. 2013 The Board met 12 (Twelve) times during the financial year 2014- 15, Board Meeting were held as follows: 29th May, 2014,12th August, 2014,18h August, 2014,22nd August, 2014, 5th September, 2014, 13th October, 2014, 28th October, 2014, 14th November, 2014, ,19th November, 2014, 11th December, 2014, 30th January, 2015, 16th March, 2015. Declaration by Independent Director The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements to qualify for their appointment as an independent Director under the provisions of the Companies Act, 2013 as well as clause 49 of the Listing Agreement. Board Evaluation Pursuant to the provision of Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered / evaluated the Board's performance including the Chairman. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report. Related Party Transactions: As per Accounting Standard-18 issued by Institute of Chartered Accountants of India the Company's related parties and transactions are disclosed below-: Mr. Kuldeep Kumar Mr, Jatin Aggarwal Mr. Sachin Sharma The transactions entered into with the related party during the financial Year were at arm's Length basis and were in the ordinary course of business. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy, research and development and technology absorption as required under section 134 of the Companies Act, 2013. Internal Auditors The Company has a proper internal control system commensurate with the size, scale and complexity of its operation. To maintain the objectivity and independence, the internal audit team reports to the Chairman of the Audit committee of the Board. Mr. Suneel Kumar having membership No. 527218 has been appointed as the internal auditor of the Company w.e.f 1st April, 2015 Risk Management Policy Pursuant to the provision of Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. To address these business risks in a comprehensive manner, each risk is mapped to the concerned department for further action. Based on this framework, the Company has set in place procedures to periodically place before the board the risk assessment and minimization procedures being followed by the Company. Nomination/Remuneration Committee The Nomination and Remuneration has been constituted with 3 (Three) Executive & Non- Executive Directors. During the year one meeting has been held. The key area of Committee has been detailed in Corporate Governance Report. Public Deposits During 2014-15, your Company did not invite or accept any deposits within the meaning of Section 76 of the Companies Act, 2013 and the rules made there under. Personnel None of the employees of the Company were in receipt of the prescribed remuneration and as such, the list of employees as required under Section 197 (12) of the Companies Act, 2013 is not enclosed. The Management's relationship with employees was cordial during the year under review. Change of Address Registered Office of the Company The Board of Directors of the Company in their meeting held on September 2, 2015 have approved the change of registered office from E-18, 6th Floor, Everest Building, Tardeo, Mumbai - 400 034 to 2Z/91, White Bungalow, Yashwant Nagar, Near Filmistan Studio & Parkar College, Opposite BMC School, Goregaon West, Mumbai - 400 062. Acknowledgements Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels. For and on behalf of the Board Sachin Sharma Director (DIN: 05281526) Kuldeep Kumar Director (DIN:02805510) Date: 2nd September, 2015 Place: Mumbai |