DIRECTORS' REPORT TO THE MEMBERS OF CLASSIC ELECTRICALS LIMITED Your directors are pleased to present the Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY Total income has increased to Rs. 40.28 Lacs from Rs. 39.50 Lacs in the previous year. Profit after depreciation has increased to Rs. 12.91 Lacs from Rs. 5.31 Lacs in the previous year. There are no material changes and commitments have occurred alter the close of the financial year till the date of this report, which affect the financial position of the Company. DIVIDEND AND TRANSFER TO RESERVE In order to conserve the financial resources for the long term needs of the Company the Directors do not recommend any dividend and no amount is transferred to Reserves & Surplus for the financial year 201415. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; b) 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 of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis. e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties wherein ordinary course of business and on arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions of Section 135 of the Companies Act, 2013 and rules framed thereunder, relating to Corporate Social Responsibility (CSR) is not applicable to this Company. RISK MANAGEMENT During the year, your Directors have developed and implemented Risk Management policy in regard to the following (a) Overseeing and approving the Company's enterprise wide risk management framework (b) Overseeing that all the risks that the organization faces such as strategic financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable in addressing those risks. Risk Management Policy was reviewed and approved by the board. The Company manages, control, monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its strategic objectives. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMMITTEES In accordance with the provisions of the act and Articles of Association of the Company Mr. Rajesh Hirji Shah (DIN 00475776) retires by rotation and being eligible offer himself for re-appointment at the ensuing annual general meeting. Ms. Julie Mehul Shah ( DIN : 03500721), woman director, has been appointed as an additional Director of the Company with effect from 26th March, 2015 in terms of the provisions Section 149 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules. She holds the office as such till the ensuing annual general meeting and being eligible offer herself for the appointment as director liable to retire. Mr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah are Independent Directors in terms section 149 of the Companies Act, 2013 and the Rules framed thereunder. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013. The Company has devised a policy for performance in relation of Independent Directors, Board, and Committees which includes criteria for performance evaluation of the Non-Executive and Executive Directors. The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company are put in place. Mr. Jadavji Lalji Shah, Mr. Sanjay Damji Shah and Mr. Mehul Jadavji Shah, has resigned as Directors of the Company with effect from 3 rd December, 2014 and the Directors placed on record appreciation of services rendered by them during their association with the Company. Audit Committee The Company has constituted the Audit Committee which comprises of Independent Directors viz. Mr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Ms. Julie Mehul Shah as other members. All the recommendations made by the Audit Committee were accepted by the Board. Nomination & Remuneration Committee: The Company has constituted the Nomination & Remuneration Committee of the Board is constituted to formulate and recommend to the Board from time to time, a compensation structure for Managing Directors / Whole-time Directors and Managerial Personnel of the Company. The nomination and Remuneration Committee comprises Independent Directors viz. Mr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Ms. Julie Mehul Shah as other members. Stakeholders Relationship Committee The Company has constituted stakeholders Committee comprises of three Directors namely Mr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Ms. Julie Mehul Shah as other members. Remuneration And Nomination Policy The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. AUDITORS AND AUDITORS REPORT Statutory Auditors' M/s. A. C. Modi & Associates, Chartered Accountants, Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. A. C. Modi & Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. The Auditors Report does not contain any qualification or adverse remarks hence no explanations or comments is required to be given by the Board in the report. Secretarial Auditor The Board has appointed D. Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure I to this report. Regarding the observations in the Secretarial Audit Report, directors wish to clarify that due to financial constraints, economic reasons, and administrative difficulties, Equity Shares of the Company have not been demated and consequently the Company is not able to conduct e-voting, the quarterly results are not published in the newspapers , however the same are sent to Bombay Stock Exchange Ltd immediately after the same are approved, besides the share are not traded as also the floating stock of the public holding is very meager. The management has taken steps to comply the required compliances within the constraints mentioned herein as soon as possible. The required Forms under the Companies Act, 2013 mentioned in the Secretarial Report have already been filed since then. DISCLOSURES Vigil Mechanism The Vigil Mechanism of the Company, which also includes Whistle Blower Policy in terms of the Listing Agreement, includes an ethics and compliance task force comprising senior executives of the Company. Protected disclosures can be made by Whistle Blower through an email or letter to the Chairman of the Audit Committee. Meetings of the Board Eight meetings of the Board of Directors were held during the year on the following dates namely 30/5/2014,14/8/2014, 14/11/2014,25/11/2014, 03/12/2014, 14/02/2015, 26/03/2015 and 31/03/2015 - Particulars of loans given, investments made, Guarantees given and Seeurities provided The Company has not given any loans or made any investments u/s. 186 of the Companies Act, 2013. Conservation of Energy, technology absorption and foreign exchange earning and outgo. The Company is not engaged in manufacturing activities, however wherever possible the Company has taken measures to conserve the energy. FOREIGN EXCHANGE EARNING : NIL FOREIGN EXCHANGE OUTGO : NIL Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure II to this report. Particulars of employees and related disclosures The total number of permanent employee as on 31/3/2015 was 1. The Company has not paid any remuneration to Whole-time Director / Managing Director and hence the question of furnishing information regarding ratio of remuneration of each director to the median remuneration of the employees of the Company is not applicable. There was no remuneration paid to any director and hence furnishing the details regarding the comparison of remuneration of the Key Managerial remuneration against company performance and percentile increase, key parameters for variable components is not applicable. Market Capitalization as on 31/3/2014 Rs. 230.20 Lacs Market Capitalization as on 31/3/2015 Rs. 230.20 Lacs There is no change in market capitalization PE ratio as on 31/3/2014........(Rs. 140.90) PE ratio as on 31/3/2015........(Rs. 20.66) The Company does not have any employee whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise. General Your Directors take that no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review. 1) Details relating to deposits covered under Chapter V of the act. 2) Issue of Equity Shares to differential rights has to dividend, voting or otherwise. 3) Issue of shares (including sweat equity shares) to employees of the Company 4) The Company does not have any subsidiaries, hence, the question of receiving remuneration or commission by the Managing Directors or Whole Time Directors from the subsidiaries of the Company does not arise. ' 5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in the future. 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. ACKNOWLEDGEMENT Your Directors would like to access the sincere appreciation for the assistance and co-operation received from Shareholders, Bank Government Authorities and other Business constituents during the year under review. BY ORDER OF THE BOARD SUNIL HIRJI SHAH DIRECTOR DIN: 02775683 DHANESH VIPIN PARIKH DIRECTOR DIN: 00676930 Place : Mumbai Date : 2nd September, 2015 . |