DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their Annual Report of the Company and the accounts for the Financial Year ended March 31, 2015. DIVIDEND No Dividend was declared for the current financial year in view of insufficient profit incurred by the Company during the year under review. SHARE CAPITAL During the year under review company has increased its Authorised share capital from 4.6 Lacs to 75 lacs as on 09.03.2015. Further 476876 no. of shares of Rs. 10/- each at a premium of Rs. 55/- were allotted vide private placement as on 31.03.2015. DIRECTORS Mr. Mahendrabhai R. Shah, Director of the Company has been appointed as Managing Director of the Company w.e.f. 20.05.2015 for a term of five years. Mrs. Arunaben M Shah, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. Mr. Ritesh M Sheth who was appointed as Additional Director on 18.02.2015 and whose term will be expired at the conclusion of the ensuing AGM. The Company has received requisite notice in writing from a member proposing them for appointment as Directors. EXTRACT OF ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached to this Report. NUMBER OF BOARD MEETINGS The Company had 7 (Seven) Board meetings during the financial year 2014-2015. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: — (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profit / loss of the company for that period; (c) the directors have 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; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DECLARATION OF INDEPENDENT DIRECTORS The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. RELATED PARTIES TRANSACTIONS There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. AUDITORS The Auditors, M/s. JIGNESH SATAPARA & CO. & Associates, Chartered Accountants, be and is hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Fourth consecutive Annual General Meeting. AUDITORS' REPORT The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review. RISK MANAGEMENT The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal. DEPOSITS The company has neither invited nor accepted any fixed deposit from the public during the year within the meaning of section 73 of companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time. CORPORATE SOCIAL RESPONSIBILITY The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY After the closure of the year, the company was converted from private limited to public limited with the members approval. Certificate of conversion was obtained as on 10.06.2015. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (DIRECTOR) (DIRECTOR) PLACE: AHMEDABAD DATE: 05/09/2015 |