DIRECTORS' REPORT To The Members, 1.Your Directors have pleasure in submitting this Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March 2015. 2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS The total Revenue of the Company during the year has increased from Rs. 41,774/- to Rs. 23,15,288/- i.e. more than 50 times over the last year. The Profit before Tax has also increased manifold from Rs. 15,789/- during the previous year to Rs. 2,79,742/- which is approx 15 times more. Your directors hope even a better result in the upcoming years. 3 DIVIDEND During the period under review Company has achieved marginal profit and therefore your doctors do not recommend any dividend for the current financial year 4 RESERVES The Board do not proposes to carry any amount to the reserves 5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The particulars of loans and investments have been disclosed in the financial statements as required under section 186 of the Companies Act,2013. 6. RELATED PARTY TRANSACTIONS During the period under review there were no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013. 7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no 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. 8. INTERNAL CONTROL SYSTEMS The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. 9. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 10. SHARE CAPITAL The Company has increased its Authorised Share Capital from Rs. 25,00,000 to Rs. 31,000,000 during the year. A) Issue of equity shares with differential rights. The Company has not issued any equity shares with differential rights during the year under review. B) Issue of sweat equity shares The Company has not issued any Sweat Equity Shares during the year under review. C) Issue of employee stock options The Company has not provided any Stock Option Scheme to the employees. D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees The Company has not bought back or provided for buyback of any of its securities during the year under review. E) Issue of Bonus Shares No Bonus Shares were issued during the year under review. F) Issue of Equity Shares without differential rights: During the year, the Company has issued and allotted 27,60,000 Equity shares on preferential basis @ Rs.ll per share (Rs.10 face value+Rs.l Premium). 11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Resignation / Cessation: During the year under review, the Director, Rajkumar Kankaria (DIN: 00314087) resigned from the Directorship of the Company w.e.f. 27th November, 2014. Appointments: During the year under review, Mr. Navaram Chelaram Rabari (DIN: 07024684) Mr. Mukeshkumar Mohanlal Shah (DIN: 01905104) & Ms. Namrata Nareshkumar Jain (DIN: 07116144) were appointed as an Independent Director. The resolution seeking approval of the members for the appointment of Mr. Navaram Chelaram Rabari, Mr. Mukeshkumar Mohanlal Shah, Ms. Namrata Nareshkumar Jain and Mr. Rakeshkumar Kankariya have been incorporated in the notice of the annual general meeting. Pursuant to provisions of Section 203 of the Companies Act, 2013 which came into effect from April 1, 2014 the appointment of Mr. Rakesh Kankariya appointed as Chief Fmanaal Officer and Mr. Jekil Pancholi as a Company Secretary as key managerial personnel of the Company were formalized. ^genai Retirement by Rotation Mr. Rakeshkumar Kankariya (DIN: 00314234) retires by rotation and being eligible has offered himself for reappointment. 13. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that - i. In the preparation of the annual accounts, the 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 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 loss of the company for that period; iii. 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; iv. The Directors had prepared the annual accounts on a 'going concern' basis; v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and VI. 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. 14. DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013. 15. BOARD EVALUATION During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation framework for assessing the performances of Directors, comprises of the following key areas: - Attendance and participation in the Meetings and timely inputs on the minutes of the meetings - Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest. - Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings. - Interpersonal relations with other directors and management - Objective evaluation of Board's performance, rendering independent, unbiased opinion. - Understanding of the Company and the external environment in which it operates and contribution to strategic direction. - Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information. - The valuation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. 16. STATUTORY AUDITORS Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. Mehta Lodha & Co., Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of previous annual general meeting till the conclusion of AGM to be held for the financial year 2016-17, subject to ratification of their appointment at every AGM. 17. SECRETARIAL AUDITOR:- Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ravi Kapoor & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report. 18. COMMENT ON AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The Board of Directors submit that in the previous year there were less than 200 equity shares holders in the Company therefore facility of E- voting facility was not provided to the shareholders. During the current year strength of shareholders is increased therefore it its proposed to provide e Voting facility to shareholders 20. REMUNERATION POLICY 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 1 and is attached to this report 21. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE: The details pertaining to composition of the Shareholders / Investors Grievance Committee in compliance with section 178 of the companies act,2013: 22. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. 23. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 2". 24. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE Since the Company does not have any Subsidiary / Joint Ventures / Associate Concerns, No financial position of such concern(s) are required to be included in the financial statement. 26. VIGILMECHANISM The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. 27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS As per the amended provisions of Clause 49 of listing agreement issued by Securities and Exchange Board of India, vide circular no. CIR/CFD/POLICY/CELL/7/2014 dated September 15, 2014, clause 49 is not applicable to the Company as Company has not attained the prescribed limit as mentioned hereunder: The Clause 49 of the listing agreement shall not be mandatory for companies having paid up capital not exceeding 10 Crores and Net Worth not exceeding 25 Crores as on the last day of the previous financial year. 28. SIGNIFICANT AND MATERIAL ORDERS There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future. 29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The year under review, there are no manufacturing activities undertaken by the Company. In view of the aforesaid fact, there was no scope for your Company to make any efforts for energy conservation, research and development and technology absorption. Hence the particulars required to be furnished in respect of the same are not given Foreign Exchange Earnings: NIL Foreign Exchange Outgoes: NIL 30. PARTICULARS OF EMPLOYEE: The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. None of the Director gets remuneration during the year under review. b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.: Nil c. The percentage increase in the median of employees in the financial year: N.A since (there were no employees in the previous year) The number of permanent employees on the rolls of the Company.:2 d. The explanation on the relationship between average increase in remuneration and Company performance: As Company is in expansion stage, Company has not proposed to increase remuneration during the financial year. e. Comparison of the remuneration of the key managerial personnel against the performance of the Company: g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year: Not available as shares of Company are not traded in the stock exchange. h. Percentage increase over decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last Public Offer.:- Nil i. Average percentile increase already made in the salaries of the employee 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: Nil j. Average Percentile increase already 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:: Nil k. The Key parameters for any variable component of remuneration availed by the Directors; Nil The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:. Nil 1. Affirmation that the remuneration is as per the remuneration policy of the Company. The Company affirms remuneration is as per the remuneration policy of the Company. Explanation: The percentage increase in the Median remuneration of employees is lower on account of new recruitments during the year. There is no employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 31 ACKNOWLEDGEMENT The directors thank the Company's employees, customers, vendors and investors for their continuous support. The directors are also thankful to the concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member in the Company. For and on behalf of the Board of Directors RAHUL KANKARIA Managing Director RAKESHKUMAR KANKARIYA Director DIN: 00314184 DIN: 00314234 Place: Ahmedabad Date: 28th May, 2015 |