DIRECTORS' REPORT To the Members, Your Director have pleasure in presenting herewith Twenty Fourth Annual Report together with thee Audited Financial Statements of the Company for the year ended 31st March 2015. Dividend Directors have not recommended any dividend. Directors' Responsibility Statement: Pursuant to Section 134(5)of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that - a) in the preparation of die accounts the applicable accounting standards have been followed along with proper expirations relating to material departure; b) appropriate accounting policies have been selected and applied consistently and have 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 of the Company for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding me assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts have been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that, such systems were adequate and operating effectively, MANAGEMENT DISCUSSION AND A NA LYSIS FOR 2011-2015 Industry Structure and Development The Finance/Investment Companies are effected by Money Market and interest rates. Post general election witnessed the improved sentiments of investors, resulting in the steep increase in Sensex and Nifty. Regulations The Money & Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI), the Stock Exchanges and Reserve Bank of India. This helps in reviving the trust of investors in Indian market in time of crisis. Performance of the Company Total revenue including other income for the financial year ended 31 st March, 2015 was Rs.21.64 lacs 44.26% lower compared to last year (Rs,38.82 lacs in the year 2013-14). Earning(Loss) before interest, tax, depreciation and amortization (EBITDA) was Rs.2,41 lacs as against Rs. 1.01 lacs a year ago. Loss after tax for the year was Rs. 1.77 lacs an Increase of 25,85%over the loss after tax of Rs . l .40 lacs in 2013-14. No appropriation of profit is made and it is proposed to carry forward the balance of Rs. 119.39 lacs in the Profit & Loss Account. Loans, Guarantees and Investments The Company has not give any loan or guarantee. The Company has made investments in shares, securities and bonds, details of which are provided in the financial statements. Opportunity and threats The New Government is committed to encourage the heal thy growth of Capital Market for development of the Economy, The market regulators are also concerned in regaining the confidence of investors, which is adversely effected due to economic slowdown and scams. Future Outlook Your Directors arc of the opinion that new government's agenda of development and creating jobs for young generation will stimulate the growth. Considering the huge population and change in consumers' spending pattern, Indian economy is bound to grow in coming years. Conservation of Energy etc. Since the Company ts not engaged in any manufacturing activity* information as required under the provisions of Section 134 (3){m)of the Act is not furnished. During the year under consideration, there were no foreign exchange earnings or outgo. Corporate Governance In line with the requirement of the Companies Act, 2013 as also amended. Clause 49 of the Listing Agreement, the Hoard of Directors has constituted new committees. Details of these committees along with their terms of reference* composition and meetings held during the year; are provided in the Corporate Governance Report, During the year the Company has also amended the existing policies and adopted new policies such as. Related Party Transaction Policies, Whistle Blower Policies. A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company con firming the correctness of the financial and cash flow statements, adequacy of (he internal control measures and reporting of mutters to the Audit Committee is also annexed and forms part this Directors' Report. Transactions with related parties None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013, information on transactions with related parties pursuant to Section l34(3)(h)of the Act read with rule 5(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 1 in Form AOC-2 and the same forms part of this report. The Company does not have any subsidiary. Directors and key managerial personnel Pursuant to the provisions of Section 149 of the Companies Act, 2013 which came into effect from 1st April 2014, the Directors had reviewed the composition of the Board and had identified Shri, N. J, Shah as independent director. The terms of appointment of Shri.N.J.Sha has director shall expire in the ensuing Annual General Meeting. He is entitled for re-appointment for a further on term of five years. The Company has received a notice alongwith a refundable deposit of Rs. 1,00,000/- in pursuance to the provisions of Section 160 of the Act proposing the appointment of Shri. N. J. Shah as Director. The Board of Directors in its meeting held on November 7,2014 had appointed Mrs. Jayshree M. Deliwala as an Additional Director, Pursuant to the provisions of Section 160 of the Act, Mrs. Jayshree M. Deliwala would be vacating the office as Director. The Company has received a notice under Section 160 of the Act along with refundable deposit of Rs. 1,00,000/-proposing the appointment of Mrs. Jayshree M. Deliwala. Shri K. V. Deliwala shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Nomination & Remuneration Policy pertaining to appointment of Director and Sr. Managerial personnel in annexed to this report as Annexurc-11. During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company, Shri. Narendra D. Shah was appointed as Chief Executive Officer & Chief Finance Officer Shri I. D. Patel was appointed as Company Secretary w.e.f. 31st March 2015. Number of meeting of the Board Five meetings of the Board were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meeting as also meeting attended by each Directors o f the Company. Board evaluation Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement with the BSE Ltd,, the Board of Directors had done the annual evaluation of its own performance, its committees and individuals directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views Directors. Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act^013 has been dealt with in the corporate governance report, which forms part of the Directors' Report. Audit Committee The details pertaining to composition of audit committee are included in die Corporate Governance Report, which forms part of this report. Internal Control System There are reasonable internal control systems at all levels in the Company, The Company has appointed Mr. Kamlesh Gagawani, Chartered Accountant, as Internal Auditors, who reports to Audit Committee. Risk Management The Company has Risk Management Committee, this committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also renews Die financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. Employees: Information required under Section IW of the Act read with rule 5(1 )of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure ill and forms part of this report. Auditors According to Directors, there are no adverse remarks made by Statutory Auditors in their Report itself. Notes to the accounts are self explanatory to comments /observation made by the auditors in their report. Hence, no separate explanation is given. M/s M. S. Parikh& Co., Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration. During the year, Secretarial Audit was carried out by Mr. Jinang Shah, Practiting Company Secretary for the financial year 2014-2015. The report on the Secretarial Audit is appended as Annexure IV to this report. According to the Board of Directors the report does not have any adverse remark. Extract of Annual Return An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report in Annexure V and forms part of this report Disclosure For the Sexual Harassment of Women The sexual harassment of women at the work place (Prevention, Prohibition and Redressal) Art, 2013 mandates that all companies need to make necessary disclosure about compliance with the said law in their annual report as per Section 22 & 28 of die said Act. Accordingly for the year ending March 31 st 2015. Disclosure is made as follows: " Disclosure under the sexual harassment of women at the work place (Prevention, Prohibition and Redressal) Act, 2013." "The Company has in place an Ami Sexual Harassment Policy in line with the requirements of the sexual harassment of women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of sexual harassments complaints received and disposed off during the year 2014-15: No of complaints received : NIL No of complaints disposed off. : NIL Cautionary Statement Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ. Acknowledgement: The Directors wish to place on record their deep sense of appreciation to the Company's Bankers and all the staff members for their unstinted support Your directors also wish to thank the shareholders for confidence reposed in the management of the Company, For and on behalf of the Board of Directors M.K. DELIWALA CHAIRMAN Registered Office : A-501 Avantika Apartment,Hew Maneklal Estate, Ghatkopar(West)Mumbai: 400 0&6 Mumbai: 30th May, 2014 |