DIRECTORS REPORT Dear Members, The directors hereby present their 26th Annual Report on the business and operations of the company together with audited financial accounts for the year ended March 31, 2015. FINANCIAL/ OPERATIONAL PERFORMANCE During the financial year under review, total revenue from operation and other income of Company increased from 269.77 Lacs to 302.62Lacs registering a growth of 12% and company earned a Net profit of Rs. 58.64 Lacs after meet out interest, depreciation and prov. for taxes as compared to previous year figure of Rs. 2.59 Lacs . Board of directors are trying hard to increase the revenue from operation in current fiscal year. 2. PROSPECTS AND FUTURE OUTLOOK Prospects of company are linked to the growth and progress of cycle trading. With cycle industry contributing substantially to the growth of Indian Economy, India has emerged as the 4th largest producer of cycle parts in the world as against the 8th position in 2003 and expect to become the 2nd largest producer of cycle parts. India's economic outlook is improving following the election of new Government which is promising pro business reforms. In 2015-2016, structural reforms and improving business confidence will support a further growth in cycle demand but higher Imports and increasing input costs coupled with regulatory issues related to mining remain key downside risks. 3. RESERVE During the current financial year, amount of Rs.58.64 Lacs has been transferred to general reserves and after transferring the same, total reserves of the company comes out to Rs. -56.35 Lacs. 4. DIVIDEND Yours directors intend to plough back the available resources for financial requirement and express their inability to recommend any dividend for the year under consideration. 5. SHARE CAPITAL The paid up equity share capital as on 31st March 2015 is Rs 360.00 Lacs. During the year under review, the company has not issued any shares with differential voting rights or not granted stock option or not issued any sweat equity or not purchased its own shares. 6. NUMBER OF BOARD MEETING CONDUCTED AND ATTENDED BY EACH DIRECTORS DURING THE YEAR UNDER REVIEW. The company is managed and controlled by Board of Directors. The Board comprises of Executive and Non-Executive Directors. The strength of the Board as on 31st March 2015 was six, out of which 3 were independent Directors and 3 were Executive Directors. The Board elect its chairman at its meetings. During the financial year under review, Ten Board meetings were convened and held. The intervening gap between the meeting was within the period prescribed under the companies Act. 2013. The detail of such board meeting attended by each directors is given below:. 7. CHANGE IN THE NATURE OF BUSINESS, IF ANY, There was no change in the nature of business of the Company during the financial year ended 31st March, 2015. 8. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in Form MGT- 9 forms part of the Board's Report and is annexed herewith as ANNEXURE -1. 9. DEPOSITS During the financial year under review, company has not accepted any deposit from the any person falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 10. DIRECTORS RESPONSIBILTY STATEMENT: To the best of their knowledge and belief and according to the information's and explanations obtained by them, your directors hereby submit its responsibility statement in terms of section 134(3) (c) and 134(5) of the Companies Act, 2013; a) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departure; b) That directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 viz. 31.03.2015 and of the profit and loss of the company for that period; c) That directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) That directors have prepared the annual accounts on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 11. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY All the Independent Directors have submitted their disclosures to the Board that they fulfill 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. 12. COMPANY'S POLICY ON DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR Recently in this Annual General Meeting, the following changes have been taken place in the Directorship/KMPs of the Company. In accordance with the provisions of Articles of Association of the Company and the relevant provisions of Companies Act, 2013, Sh. Subhash Chander Mittal (DIN02739014) Director retires by rotation and being eligible offered himself for re-appointment. None of the Directors has incurred disqualification under Section 164 of the Companies Act, 2013. Sh. Subhash Chander Mittal is appointed as Managing Director of the Company for a period of five years w.e.f. 01.09.2015. Sh. Amit Mittal is appointed as Whole Time Director of the Company for a period of five years w.e.f. 01.09.2015. Rohit Mittal is appointed as Chief Financial Officer of the Company for a period of five years w.e.f. 01.09.2015. Smt. Shhukla Mittal (DIN 00798470), who was appointed as an Additional Directors on the Board of Directors of the Company on 26th August, 2015 in terms of Section 161(1) of the Companies Act, 2013 ('the Act') and whose term of office expires at the ensuring Annual General Meeting hereby reappointed as a director liable to retire by rotation. None of the Directors has incurred disqualification under Section 164 of the Companies Act, 2013 13. NOMINATION AND REMUNERATION COMMITTEE In accordance with Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board of Directors in the meeting held on 14.08.2014 has renamed the Remuneration Committee to Nomination and Remuneration Committee. Committee reviews Company's policy on specific remuneration package for the executive Directors. Presently, the Nomination and Remuneration Committee of the Company comprises of the following Directors: 1. Mr. Subhash Chander Mittal Chairman 2. Mr. Vivek Marwaha Member 3. Mr. Vinod Jain Member 14. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 30.9.2014, approved a policy on directors' nomination and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE -2 and forms part of this Report which is also available on the website of the Registrar of the Company. beetal@beetalfinancial.com. 15. AUDIT COMMITTEE In compliance with the provisions of Section 177 of Companies Act, 2013 Company has constituted Audit Committee. Presently, the audit committee of the company comprises of the following Directors: 1. Mr. Amit Mittal Chairman 2. Mr. Rohit Mittal Member 3. Mr.Harpreet Malhi Member 4. Mr. Vinod Jain Member Audit Committee has powers and authority as provided under the aforesaid provisions and acts in accordance with the terms of reference specified by the Board of Directors from time to time. Board has accepted all the recommendations of the Committee. 16. AUDITORS Pursuant to Section 139 of Companies Act, 2013, Raman Kumar Jain M/s Anup Kumar Jain & Co. Chartered Accountants (Regn. No. 005731N) has been appointed, in the 25th Annual General Meeting upto the conclusion of 30th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting. Item has been included in the agenda for rectification of their appointment. 17. AUDITOR'S REPORT Auditors have not made any qualification/adverse remarks on the Financial Statement for the year ended 31st March 2015. The observations of Statutory Auditors in their reports are self-explanatory and therefore do not call for any further comments. 18. SECRETARIAL AUDIT REPORT Sh. Anil Jindal of M/s Anil Jindal & Associates was appointed secretarial auditors of the Company for the financial year 2014-15. After conducting the Secretarial Audit, Form MR-3 Secretarial Auditor's Report submitted by the Secretarial Auditors is enclosed as ANNEXURE - 3 forming part of the Board Report. Reply to the qualifications is as under: In respect of all these qualifications , this is to report that from the last so many years, performance of the company is not quite satisfactory and company is running under losses and cannot bear the expenses of listing requirements. However, Now from this fiscal year, Company is treated as deemed delisted due to de-recognition of Ahmedabad and Ludhiana stock exchanges by SEBI and as per letter received from these Stock Exchanges, company is not required to fulfill the listing requirements. However, in this current financial year, Company had already applied to Bombay stock exchange under direct listing norms and application is in process and will be approved very shortly. Till date, company is complying those requirements as specified by BSE. Company has appointed Mrs. Shukla Mittal as a Woman director, Mr. Subhash Chander Mittal as a Managing Director, Mr. Amit Mittal as a whole time director and Mr. Rohit Mittal as a Chief Financial officer to comply the provisions of the Companies Act, 2013 to some extent. Other than these minor points there are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. 19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the financial year under review, detail of loans, guarantees or investments made by company under the provisions of section 186 of the Companies Act, 2013 are given in the notes of Financial Statements. 20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on as arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. However, Company deal with M/s Mishm International, M/s Roxy industrial Corporation and M/s Mittal tech in general sale purchase of goods and material in which both the parties are dealing in ordinary course of business. The particulars of contracts and arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ANNEXURE - 4 and form part of this Report. 21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this Report. 22. PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO Information pursuant to Section 134(3)(m) of Companies Act, 2013 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is as under : (A) - CONSERVATION OF ENERGY Energy conservation measures are being taken on regular basis in all possible areas through improved operational methods and other means. (B) -TECHNOLOGY ABSORPTION Since the Company has not imported any plant or technology this clause is not applicable. (C )- FOREIGN EXCHANGE EARNINGS AND OUTGO There has been no foreign exchange income or outgo during the period under review. During the year, the Board of Directors, in its meeting held on 30.09. 2014, has adopted a formal Risk Management Policy for the Company, whereby, risks are broadly categorized. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives which is also available on the website of the Company at<http://www.roxyexports.in/>www.roxyexports. 24. CORPORATE SOCIAL RESPONSIBILITY POLICY The CSR Policy is not applicable to the Company as the criteria specified in Sub-section of Section 135 of the Company Act 2013 with regard to net worth/turnover or net profit is not fulfilled by the Company. 25. FORMAL EVALUATION Sound governance and prudential management of a company lies with its Board. The Board of Directors undertook the evaluation of its own performance, its Committees and all the individual Directors. The review concluded by affirming that the Board as a whole as well as all of its Directors individually and the Committees of the Board continued to act as good governance and contribute its best in the overall growth of the organization. 26. DETAIL OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT In the opinion of the Board, the existing internal control framework is adequate and commensurate to the nature of the business of the Company. The internal auditor monitors and evaluates the efficacy and adequacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures and policy. 27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: During the year under review, there are not any significant and material orders passed by the regulators or courts to the company. 28. LISTING The shares of the Company had been listed on Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Association Ltd. However, SEBI has withdrawn the recognition of all such stock exchanges and these exchanges has specifically mentioned that your company is transferred to dissemination Board of Bombay stock exchange and company is not required to comply the provisions of listing agreement and treated as deemed delisted company till further decision of SEBI. However, Company had already applied to Bombay stock exchange under direct listing norms and application is in process and will be approved very shortly. Till date, company is complying those requirements as specified by BSE. 29. BUY BACK OF SHARES During the year, Company has neither bought back its shares nor given any loan for purchase of its own shares. 30. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR During the financial year ended 31st March, 2015, neither any entity has become or ceased to be the subsidiary, joint venture or associate of the Company. 31 . SEGMENT REPORTING The Company is a single segment engaged in the trading of steel ingots and casting. Therefore the disclosure requirements of Accounting Standard ( AS ) - 17 on "Segment Reporting" issued by the Companies ( Accounting Standards ) Rules, 2006 is not applicable to the Company. 32. PARTICULARS RELATING TO EMPLOYEES During the year there was no employees to whom the provisions of Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was applicable, hence the information be treated as NIL. 33. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 5. 34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013. Your directors further state that 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. 35. VIGIL MECHANISM: The provisions of section 177 of the Companies Act, 2013 read with rule 6 and 7 of the Companies (Meetings of the Board and its powers) Rules, 203 is not applicable to the Company. 36. CORPORATE GOVERNANCE As per SEBI circular No. CIR/CFD/Policy Cell/7/2014 dated 15.9.2014 Clause 49 of the Listing Agreement relating to Corporate Governance is not applicable to companies having paid up equity share capital not exceeding Rs, 10 crore and net worth not exceeding Rs 25 crores as on the last day of the previous financial year. Since the paid up capital of the company on the last day of the previous financial year was Rs 3.60 crores and networth of Rs 3.04 crores, your Company is exempted from the compliance of Clause 49 of the Listing Agreement. 37. GENERAL ENVIRONMENT & OTHER APPLICABLE LAWS The Company is committed to the protection of environment and is not involved in any activity hazardous to environment. The Company adheres to the provisions of the applicable environment and other laws. 38. INDUSTRIAL RELATIONS Relations between the Management and its employees have remained cordial and management expresses their appreciation for the co-operation and dedication of the employees at all levels of the Company. 39. ACKNOWLEDGEMENTS Your Directors convey their sincere thanks to the Bankers, various departments in Central and State Governments and all others associated with the Company for their co-operation, continued support and confidence reposed by them in the Company. By the order of Board of Directors For Roxy Exports Limited Sd/- Amit Mittal DIN: 01691317 (Whole Time Director) sd/- Subhash Chander Mittal DIN: 02739014 (Managing Director Dated: 1st September, 2015 Place: Ludhiana |