| Dear Shareholders,
The Directors present their Thirty First Annual Report on the
business and operations of the Company along with the audited
Financial Statements of Account for the year ended 31st March,
2015.
FINANCIAL HIGHLIGHTS:
The summarized Financial Highlights of the Company are as
follows:
For the For the
Year ended Year ended
31.03.2015 31.03.2014
(Rs,In Lacs) (Rs,In Lacs)
Sales and Other Income 3568.58 2684.39
Gross Profit
247.44 207.12
Less: Depreciation
30.02 21.91
Miscellaneous
Expenditure written off
--
Profit before Taxation
Provision for Taxation
50.00 32.00
Provision for Taxation
for earlier years -- 0.81
Provision for Deferred Tax
-- 3.23
Provision for deferred tax
written back 0.51 --
Net Profit / (Loss) for the year
167.93 149.17
Balance brought forward
from Previous Year
4689.88 4540.71
Profits available
for Appropriations
4857.81 4689.88
Appropriations:
Balance carried to Balance Sheet
4857.81 4689.88
DIVIDEND:
With a view to conserve and plough back the resources of the
Company, the Board of Directors has decided not to recommend any
dividend for the Financial Year 2014-15.
REVIEW OF OPERATIONS:
During the year under review, the Company reported the turnover
of Rs.3,568.58 Lacs as compared to Rs.2,684.39 Lacs for the
previous year. The Company earned profit after tax of Rs.167.93
Lacs for the year as compared to Rs.149.17 Lacs in the previous
year.
Once more poor financial performance of the Company for the year
under review, is largely attributable to the prevailing adverse
and sluggish market conditions prevailing in the real estate
market. Such deteriorating market conditions have played a
spoil-sport upsetting planning and execution of programmes to a
great extent restraining revenue growth, putting pressure on
profit margin and straining cash flows. Though the Company's
Balance Sheet fundamentals remain strong and debts are well
within reasonable limits. Your Directors hope that with improved
market conditions, the Company will register better performance
in the coming years with healthy cash flows.
Necessary approvals are being sought from the concerned
authorities for the projects on hand. Negotiations are underway
for acquisition of new projects.
MATERIAL CHANGES AND COMMITMENTS:
There have not been any material changes and commitments
affecting the financial position of the Company between the
financial year ended 31st March, 2015 and the date of the
Directors' Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies
Act, 2013, the Directors based on the information and
representations received from the Company's Management confirm
that:
(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed with no material
departures;
(b) 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 profit of the Company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) The Directors had prepared the Annual Accounts on a 'going
concern' basis;
(e) The Directors had laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and have been operating effectively; and
(f) The Directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such system
are adequate and operating effectively.
FIXED DEPOSITS:
During the year, the Company has not accepted any fixed
deposits. Hence, there is no outstanding amount as on the
Balance Sheet date.
LISTING:
The Equity Shares of the Company are listed with Bombay Stock
Exchange Limited. There are no arrears on account of payment of
listing fees to them.
PARTICULARS OF EMPLOYEES:
Information required under Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014
is appended as Annexure-I to this Report. None of the employees
was in receipt of the remuneration exceeding prescribed limit
and hence, information under Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014
is not provided herein.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
In view of the nature of activities which are being carried on
by the Company, Provisions of Section 134 of the Companies Act,
2013 read with the Companies (Disclosures' of Particular in the
Report of the Board of Directors) Rules, 2014 regarding
conservation of energy and technology absorption are not
applicable to the Company.
There were no foreign exchange earnings and expenses during the
year under review.
LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee nor has made any
investment during the financial year 2014-15 attracting the
provisions of Section 186 of the Companies Act, 2013.
DIRECTORS:
With a view to restructure the Board of Directors of the
Company, the following Directors have resigned from the Board:
Name of the Director Date of resignation
Mr. Vaibhav Jain 8th June, 2015
Mrs. Shobha Jain 9th June, 2015
Mr. Narendra Kumar Gupta 9th June, 2015
Mr. Sorabh Gupta 10th June, 2015
Mr. Ramesh J. Patel 15th June, 2015
The Board of Directors have placed on record its appreciation
for valuable services and guidance rendered by them during their
tenure as the Directors of the Company.
Pursuant to the provisions of Section 161 of the Companies Act,
2013 read with the relevant provisions of the Articles of
Association, the Board of Directors in its Meeting held on 12th
November, 2014 had appointed Mr. Mukesh Jain as an Additional
Director of the Company. He would hold office as a Director up
to the date of the ensuing Annual General Meeting. Your Company
has received a notice in writing from a Member signifying his
intention of proposing Mr. Mukesh Jain as a candidate for the
office of Director. Mr. Mukesh Jain qualifies for Independent
Directorship in pursuance to the provisions of Section 149(6) of
the Companies Act, 2013.
Mr. Amit Jain resigned as a Whole-time Director and was
appointed with effect from 1st June, 2015 as an Additional
Director under the category of Promoter Director by the Board of
Directors of the Company in the Meeting held on 29th May, 2015.
Additional information and brief profiles as required under
Clause 49 of the Listing Agreement with the BSE Ltd. for each of
the above Directors, seeking re-appointment/ appointment is
annexed to the Notice of the Annual General Meeting.
DIRECTORS APPOINTMENT AND REMUNERATION:
Considering the requirements of the skill-sets on the Board,
persons having professional expertise in their individual
capacity as independent professionals and who can effectively
contribute to the Company's business and policy decisions are
considered by the Nomination and Remuneration Committee for
appointment of new Directors on the Board. The Non-Executive
Directors appointed on the Board are paid sitting fees for
attending the Board and Board Committee Meetings. No other
remuneration or commission is paid to the Non-Executive
Directors. The remuneration paid to the Managing Director and
Whole-time Directors is governed by the relevant provisions of
the Companies Act, 2013, rules of the Company and Shareholders'
approval.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors of the Company, confirming that they meet the criteria
of independence as provided under Section 149(6) of the
Companies Act, 2013.
NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Policy recommended by the
Nomination and Remuneration Committee is duly approved by the
Board of Directors of the Company and the Remuneration Policy of
the Company is annexed to this Report as Annexure - II.
KEY MANAGERIAL PERSONNEL:
During the year, Mr. Tarun Jain, Whole-time Director, was
appointed as a Chief Financial Officer w.e.f. 1st October, 2014.
AUDITORS AND AUDITORS' REPORT:
At the 30th Annual General Meeting of the Company held
on 27th September, 2014, M/s. Majithia & Associates, Chartered
Accountants, were appointed as the Statutory Auditors of the
Company until the conclusion of the fifth consecutive Annual
General Meeting. In terms of Section 139 of the Companies Act,
2013 and Rules made thereunder, this appointment is subject to
ratification by the Members at every Annual General Meeting.
M/s. Majithia & Associates have confirmed their eligibility for
appointment and offer themselves for re-appointment. The Board
of Directors based on the recommendation of the Audit Committee
proposes the appointment of M/s. Majithia & Associates as the
Statutory Auditors of the Company.
The Auditors' observations read with Notes to Financial
Statements are self-explanatory and do not call for any further
comments.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Rules made thereunder, Mr. Upendra C. Shukla, a
Practicing Company Secretary was appointed by the Board of
Directors as a Secretarial Auditor to conduct a Secretarial
Audit of the Company's Secretarial and related records for the
financial year 2014- 15. The Secretarial Auditor's Report for
the financial year ended 31st March, 2015 is annexed to this
Report as Annexure - III. No adverse comments have been made in
the said Report.
EXTRACT OF ANNUAL RETURN:
As required under the provisions of Section 92(3) and 134(3) of
the Companies Act, 2013 read with Companies (Management and
Administration) Rules, 2014 an extract of the Annual Return for
the year ended 31st March, 2015 is annexed to this Report as
Annexure - IV.
REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance is annexed herewith as
Annexure - V, which forms part of this Report. The Certificate
from Practicing Company Secretary, Mr. Upendra C. Shukla, on
compliance with Corporate Governance requirements by the Company
is attached to the Report on Corporate Governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report is annexed herewith as
Annexure - VI and it forms part of this Report.
RELATED PARTY TRANSACTIONS:
The Board in its Meeting held on 12th November, 2014 has adopted
Related Party Transaction Policy for determining the materiality
of related party transactions and also on the dealings with
related parties. This Policy has been displayed in the Company's
website.
Pursuant to provisions of Section 188(1) of the Companies Act,
2013 particulars of contracts / arrangements entered into by the
Company with related parties are provided in Annexure -VII.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Directors to the best of their ability have laid down
internal financial controls to be followed by the Company, which
they believe are adequate keeping in view of the size and nature
of Company's business. Adequate procedures are in place to
ensure that all the assets are safeguarded, protected against
loss and all transactions are authorized, recorded and reported
correctly. This ensures the quality and reliability of financial
data, financial statements and financial reporting. The efficacy
of internal financial controls systems are validated by self-
audits, verified during internal audits and reviewed by the
Audit Committee. The Audit Committee of the Board reviews the
adequacy of internal financial controls on an ongoing basis to
identify opportunities for improvement in the existing systems
to further strengthen the internal control environment in your
Company.
RISK MANAGEMENT:
The Company has identified various risks faced by the Company
from different areas. For this purpose, a proper framework has
been set up. The Company has also formed a Risk Management
Committee. The constitution of this Committee is set out in
detail in the Corporate Governance Report. The details of risks
faced by the Company and its mitigation process was discussed by
the Risk Management Committee at its Meeting held on 12th March,
2015 and the same was also reviewed by the Board of Directors at
its meeting held on the same day.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The Nomination and Remuneration Committee of the Board at its
Meeting held on 4th February, 2015 have laid down the policy and
process for evaluation of Board of Directors. Under this Policy
a set of parameters to be used in the evaluation process has
been determined for:
1. Self-evaluation of the Board and Board Committees.
2. Evaluation of Independent Director's performance by other
Directors.
3. Evaluation of Non-Independent Director's perfor-
mance by Independent Directors.
4. Evaluation of Chairman's performance by Inde- pendent
Directors.
5. Assessment of Quantity, Quality and Timeliness of
information to the Board.
Using the parameters mentioned in the policy and process, all
the evaluations as mentioned above have been carried out during
the year. This Policy has been displayed in the Company's
website.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the three criteria specified
in Section 135(1) of the Companies Act, 2013 and as such is not
required to comply with the provisions of section 135 of the
Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014.
WHISTLE BLOWER MECHANISM:
The Company has established a mechanism called "Vigil Mechanism
Policy" for Employees, Directors and others who are associated
with the Company to report to Management instances of unethical
behavior, actual or suspected fraud or violation of the
company's code of conduct. The Policy provides adequate
safeguards against victimization of Employees / Directors who
avail the mechanism. The Vigil Mechanism also covers the Whistle
Blower mechanism aspect as stipulated under Clause 49 of the
Listing Agreement. The Company affirms that no person has been
denied access to the Audit Committee in this respect. The Policy
has been communicated to all employees by displaying the same on
the Company's website.
ACKNOWLEDGEMENTS:
Yours Directors thank the customers, channel partners,
distributors, vendors and bankers for the continued support
given by them to the Company during the year. Your Directors
would also like to thank the employees for their hard work and
contribution during the year as well as for the advice received
from the Promoters of the Company.
For and on behalf of the Board
SATISH CHANDRA GUPTA
Chairman
Place: Mumbai
Date: 11th August, 2015.
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