| Dear Members,
The Directors have pleasure in submitting their 30th Annual Report on
the business and operations of the Company along with the Audited
Financial Statement for the financial year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS:
Financial Result of the Company for the year under review alongwith the
figures for previous year are as follows:
(in Rs.)
Particulars 31st March, 31st March,
2015 2014
Profit before Tax 1,005,906 713,538
Less: Current Tax 315,465 135,965
MAT Credit Entitlement - (135,965)
Earlier Year Tax - -
Deferred Tax - -
Net Profit/Loss after Tax 690,441 713,538
OPERATIONAL PERFORMANCE:
During the financial year 2014-15, the Company has recorded revenue of
Rs. 3,41,60,055/-. The Company has earned net profit of Rs. 690,441/-
during the year as compared to profit Rs. 713,538/- in the last year.
The Directors are optimistic about future performance of the Company.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
DIVIDEND:
As the company kept the profits for investment in better projects it
regret not to recommend any dividend. But the directors are hopeful
better result in ensuring future.
DEPOSITS:
During the year, the Company has not invited/accepted any deposits
under Companies Act, 2013.
CHANGE IN REGISTERED OFFICE:
During the year under review, the Company has filed E-Form INC-22 under
section 12 of the Companies Act, 2013 to the Registrar of Companies,
NCT of Delhi and Haryana, for shifting of Registered Office of our
Company within the local limits of City without change in the
Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana
from 209, 2nd Floor, 6/41, Sunder Kiran Building, W.E.A. Karol Bagh,
New Delhi-110005 to 2127-28, 3rd Floor, Block- K, Gali No. 58, Naiwala,
Gurdwara Road, Karol Bagh New Delhi-110005 w.e.f. 15th April, 2015.
NO. OF BOARD MEETING HELD:
The Board of Directors duly meets 18 times during the financial year
1st April, 2014 to 31st March, 2015. The dates on which meetings were
held are as follows:
22nd May, 2014, 24th May, 2014, 31st May, 2014, 25th July, 2014, 28th
July, 2014, 4th August, 2014, 9th August, 2014, 26th August, 2014, 27th
August, 2014, 29th September, 2014, 4th October, 2014, 29th October,
2014, 18th November, 2014, 17th January, 2015, 21st January, 2015, 23rd
February, 2015 and 11st March, 2015, 30th March, 2015.
BOARD OF DIRECTORS:
APPOINTMENT OF MANAGING DIRECTOR:
Mr. Anup Verma, Director of the Company being appointed as Managing
Director of the Company subject to approval of members of the Company.
APPOINTMENT OF INDEPENDENT DIRECTORS:
Ms. Roopa Devi Murolia, Mr. Manmohan & Mr. Deepak Kumar were appointed
as an Independent Directors during the financial year 2014-15.
RE-APPOINTMENT OF DIRECTOR:
In accordance with the provisions of the Companies Act, 2013 and the
articles of association of the Company, Mr. Anup Verma, Managing
Director of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. The Board of Directors recommends their re-appointment.
CESSATION:
During the year Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender
Kumar, Mr. Vishal Agnihotri and Mr. Anil Prakash expressed their
inability to continue as a Director due to other commitments and
submitted their resignation. The Board of Directors has accepted the
same and placed on record its appreciation for the services rendered by
Mr. Deepak Tyagi, Ms. Lovely Kumari and Mr. Narender Kumar, Mr. Vishal
Agnihotri and Mr. Anil Prakash during their tenure as Director of the
Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of the
Companies Act, 2013 as well as Clause 49 of the Listing Agreement and
annexed herewith to this report marked as Annexure-I.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration, Stakeholders' Relationship Committee and Risk Management
Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL:
The following employees were designated as whole-time key managerial
personnel by the Board of Directors during the year under review:
(i) Mr. Anup Verma, Managing Director
(ii) Ms. Pooja Mittal, Company Secretary
COMPANY SECRETARY:
Ms. Pooja Miital, an associate member of the ICSI, Delhi has been
appointed, by the Board of Directors of the Company, as Company
Secretary of the Company.
AUDITORS
AUDITORS OBSERVATIONS:
The observations made by Auditors with reference to notes to account
are self explanatory and need no comments.
STATUTORY AUDITORS:
To Appoint auditor M/s Sanjeev Gaurav & Associates, Chartered
Accountants, as Statutory Auditor of the company for the period of 5
years commencing from the conclusion of this Annual General Meeting
until, the conclusion of 35th Annual General Meeting subject to
ratification at every Annual General Meeting on such remuneration as
may be fixed in this behalf by the Board of Directors of the Company. A
Certificate from the Auditors has been received to the effect that
their appointment, if made, would be within the limits prescribed under
section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified to be appointed as statutory auditor in terms of the
provisions of the proviso to section 139(1), section 141(2) and section
141(3) of the companies Act, 2013, and the provisions of Companies
(Audit and Auditors) Rules, 2014.
During the year M/s R K Agarwal & Associates (FRN 26465N), Chartered
Accountant of the Company has shown its desire to discontinue its
services as statutory auditors of the Company, due to its
pre-occupation.
AUDITORS' REPORT:
The Auditors' Report is annexed herewith marked as Annexure-II and
forms part of the Annual Report.
SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:
The Company has appointed Ms. Shazan Ali Partner of SAS & Associates,
Company Secretaries to hold the office of the Secretarial Auditors and
to conduct the Secretarial Audit Report and the Secretarial Audit
Report is annexed herewith marked as Annexure-III to this report in
Form No. MR-3.
There is a qualification in the report that Company did not appoint
Chief Financial Officer. The Management clarified that, it is in the
search of suitable candidate for the post of Chief Financial Officer.
Further, there is also qualification in the report that Company did not
appoint Company Secretary within six months form date of vacancy. The
management clarified that, it was in the search of suitable person but
they were not able to find out suitable person within six months for
filling the vacancy of company secretary.
APPOINTMENT OF INTERNAL AUDITOR:
The Company has appointed Mr. Sameem Ahmed, Chartered Accountants as an
Internal Auditor of the Company for the financial year 2014-15. Mr.
Sameem Ahmed placed the internal audit report to the Company which is
self explanatory and need no comments.
EXTRACT OF THE ANNUAL RETURN:
The Extract of the Annual Return for the financial year 2014-15 being
attached with Directors report in Form No. MGT-9 marked as Annexure-IV.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investment covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties for
the financial year 2014-15 are annexed herewith to the Financial
Statements in Form No. AOC-2.
LISTING OF SHARES:
The shares of the Company i.e 1,27,48,000 equity Shares of Rs. 10/- has
got listed on Bombay Stock Exchange Limited (BSE) on 12th august, 2015
vide its Notice No. 2015070812-15 which will be effective from 14th
August, 2015.
Further, the shares of the Company are also listed on DSE Limited (DSE)
and Ahmadabad Stock Exchange Limited (ASE). But as per SEBI circular
WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 DSE has been
derecognized as Stock Exchange respectively.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & (10) of the Companies
Act, 2013, The Company has formulated a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees of the Company
to report concerns about unethical behavior, actual or suspected fraud
or violation of the company's code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) of the Companies
Act, 2013 the Board confirms and submits the Director's Responsibility
Statement:
* in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
* The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year under review;
* The Directors have taken proper & sufficient care of 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
prevention & detecting fraud & other irregularities;
* The Directors have prepared the accounts for the year ended 31st
March, 2015 on a going concern basis.
* 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.
* The directors had devised proper system to ensure compliance with the
provision of all applicable laws and that such systems were adequate
and operating effectively.
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with Stock Exchanges, a
report on Corporate Governance together with the Auditors' Certificate
regarding the compliance of conditions of Corporate Governance forms
part of the Annual Report.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section which
forms part of the Annual Report.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and
labour laws. The Company has been complying with the relevant laws and
has been taking all necessary measures to protect the environment and
maximize worker protection and safety.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
* No of complaints received : 0
* No of complaints disposed off : N.A.
DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The assets of the Company are adequately insured against the loss of
fire, riot, earthquake, terrorism, loss of profits, etc other risks
which considered necessary by the management. The Company has been
addressing the various risks impacting the Company and policy of the
Company on risk management is provided elsewhere in this Annual Report
in Management Discussion and Analysis.
PARTICULARS OF EMPLOYEES:
None of the employee was drawing in excess of the limits by the
Companies Act, 2013 and rules made there under which needs to be
disclosed in the directors report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO:
The Company does not fall under any of the industries covered by the
Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure
in relation to the conservation of energy,
technology absorption, foreign exchange earnings & outgo are not
applicable to it.
Particulars Current Year Previous Year
2014-15 2013-2014
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil
ACKNOWLEDGEMENT:
The Directors are thankful to the Bankers, Customers, Dealers, and
Vendors for their valuable support and assistance.
The Directors wish to place on record their appreciation of the
commendable work done, dedication and sincerity by all the employees of
the Company at all levels during the year under review.
The Company will make every effort to meet the aspirations of its
shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
For and on behalf of the Board of Directors
Date: 13.08.2015 (Anup Verma)
Place: New Delhi Chairman & Managing Director
DIN: 06818748
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