| Dear Members,
The Directors have pleasure in presenting the Thirty-first Annual
Report with the audited statement of Accounts for the year ended 31st
March 2015.
Financial Results:
Summary of the working result of the company for the Thirty First
Accounting Year ended 31st March, 2015 are given as below:
Rs. Rs.
2014-15 2013-14
Gross Profit/(Loss) (2,14,060.00) (1,14,360.00)
Less : Depreciation - 940.00
Profit/(Loss) before tax (2,14,060.00) (1,15,300.00)
Less: Income Tax paid earlier year - -
Profit/(Loss) after tax (2,14,060.00) (1,15,300.00)
Less : Adjustment on Account of
Depreciation as per Schedule
II of Companies Act, 2013 - -
Add : Balance brought forward
from previous year (66,840.00) 48,460.00
(2,80,900.00) (66,840.00)
Dividend:
On account of accumulated losses, your directors regret their inability
to recommend payment of dividend for the financial year under review.
Transfer to Reserves
The Company has not transferred any amount to reserves.
Operation:
The Company has reported total income of Rs.20,787/- for the current
year as compared to Rs.7,066/- in the previous year. The Net Loss for
the year under review amounted to Rs. -214060/- in the current year as
compared to Rs.-1,15,300/- in the previous year.
Material Changes between the date of the Board report and end of
financial year.
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of
the financial year of the Company to which the financial statements
relate and the date of the report.
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations
in future:
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
Subsidiary Company:
As on March 31, 2015, the Company does not have any subsidiary.
Statutory Auditor & Audit Report:
M/s. Vijay R. Tater & Co., Chartered Accountants, who are the statutory
auditors of your Company, hold office until the conclusion of the
Thirty-fifth AGM to be held in the year 2019, subject to ratification
of their appointment at every AGM. The Members, year on year, will be
requested, to ratify their appointment as Auditors and to authorise the
Board of Directors to fix their remuneration.
The notes on accounts referred to in the Auditors ' Report are
self-explanatory and therefore do not call for any further
explanations/comments.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company has appointed M/s. R.S. Mittal & Co., Company Secretaries
to undertake the secretarial audit of the Company for the financial
year 2014-15. The Secretarial Audit Report for the financial year ended
31st March, 2015 is attached as Annexure 'I' and forms a part of the
reports of the Directors.
The observation made by the secretarial auditors in their report are
self-explanatory and therefore do not call for any further
explanations/comments.
Change in the nature of business :
There is no change in the nature of the business of the company
Director:
Shri. Mukesh Nolkha shall be retiring by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
reappointment.
The Board of Directors of your Company had co-opted Ms. Sneh Lata Gupta
as an Additional director with effect from March 27, 2015, in terms of
Section 161 of the Companies Act, 2013 Ms. Sneh Lata Gupta will hold
office till the date of ensuing Annual General Meeting of the Company
and being eligible offer themselves for re-appointment.
Declaration by Independent Directors:
All the independent directors have submitted the declaration of
independence, as required under Section 149(7) of the Companies Act,
2013, stating that they meet the criteria of independence as provided
in Section 149 (6) of Companies Act, 2013.
Fixed Deposits:
During the period under review, your company has not accepted any
deposits as contemplated under the provisions of section 73 of the
Companies Act, 2013. There are no deposits unpaid or unclaimed at the
year-end.
Conservation of Energy, Technology Absorption:
Your Company is a Non-Banking Finance Company and is not engaged in
manufacturing activity of any kind. The disclosure of information
relating to conservation of energy and technology absorption is
therefore not applicable to your Company.
Foreign Exchange Earning & Outgo:
There were no foreign exchange earnings or outgo for your Company
during the year.
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
Number Of Meetings Of The Board Of Directors
Details Of Directors Or Key Managerial Personnel
Sr.No. Name of Directors Date of Appointment Date of Cessation
1 Mr. Brijmohan Kabra 07/04/1986 --
2 Mr. Mukesh Nolkha 01/02/2001 --
3 Mr. KaushalAtul Mehta 30/03/2012 --
4 Ms. Sneh Lata Gupta 27/03/2015 --
During the year under review, 5 (Five) Board meetings were held,
details of which are given below. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
Date of Meeting No. of Directors attended the meeting
30/05/2014 3
31/07/2014 3
31/10/2014 3
30/01/2015 3
27/03/2015 4
Audit Committee
The Board of Directors has constituted an Audit Committee and empowered
the committee to deal with all such matters which it may consider
appropriate to perform as audit committee including items specified in
Section 177(4) of the Companies Act, 2013 (as may be modified/amended
from time to time) and such matters as may be assigned from time to
time by the Board of Directors. The details of composition, meetings
and attendance of the Meetings of the Audit Committee are as under:-
Sr. Name Category Designation
No.
1 Mr. Brijmohan Kabra Independent Non- Chairman
Executive
2 Mr. Mukesh Nolkha Independent Non- Member
Executive
3 Mr. KaushalAtul Independent Non- Member
Mehta Executive
Sr. Name No. of Meetings
No.
Held Attended
1 Mr. Brijmohan Kabra 4 4
2 Mr. Mukesh Nolkha 4 4
3 Mr. KaushalAtul 4 4
Mehta
There have been no instances of non acceptance of any recommendations
of the Audit Committee by the Board during the financial year under
review.
Nomination And Remuneration Committee
The Board constituted Nomination and Remuneration committee. The
Committee has formulated a Nomination and Remuneration Policy .
Director's Responsibility statement:
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 in the preparation of the annual
accounts for the year ended 31st March, 2015 and state that:
(i) in the preparation of the Annual Account, the applicable Accounting
standards have been followed with proper explanation relating to
material departures;
(ii) they 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 state of
affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a 'going concern '
basis;
(v) they have laid down internal financial controls for the company and
such internal financial controls are adequate and operating
effectively: and
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
Vigil Mechanism
In compliance with the requirements of Section 177 of the Companies
Act, 2013 and revised Clause 49 of Listing Agreement with the Stock
Exchanges, your Company has established a vigil mechanism for the
Directors and Employees of the Company through which genuine concerns
regarding various issues can be communicated.
A Vigil Mechanism under the chairmanship of the Audit Committee
Chairman has been constituted. The Policy provides access to the
Chairman of the Audit Committee.
Risk Management Policy
The Company's risk management framework is based on a clear
understanding of various risks, disciplined risk assessment and
measurement procedures and continuous monitoring. The policies and
procedures established for this purpose are continuously benchmarked
with group's best practices and guidelines and in line with the local
laws and regulations. The Board of Directors has oversight on all the
risks assumed by the Company. The business activities are undertaken
within this defined policy framework.
Company's policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section
(3) of section 178;
In terms of Section 178 of the Companies Act, 2013 and the Listing
Agreement, the Nomination and Remuneration Committee oversee the
Company's nomination process for the senior management and specifically
to identify, screen and review individuals qualified to serve as
Executive and Non - executive Directors, Independent Directors
consistent with criteria approved by the Board and to recommend, for
approval by the Board, nominees for election at the AGM of the
shareholders. The Committee has the overall responsibility of approving
and evaluating the compensation plans, policies and programs for
Directors and the senior management. The Committee further coordinates
and oversees the annual self-evaluation of the performance of the
Board, Committees' and of individual Directors.
Particulars of loans, guarantees or investments under section 186:
During the year under review, the Company has not advanced any loans/
given guarantees/ made investments.
Particulars of Employee:
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Corporate Governance and Management Discussion and Analysis Report:
This is not applicable/mandatory as per revised clause 49 of the
listing agreement vide SEBI circular CIR/CFD/POLICY CELL/7/2014 dated
15.09.2014.
EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:
The details forming part of extract of annual return as per Form MGT- 9
is annexed herewith as Annexure - 'II'.
Related Party Transactions:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. Hence
form AOC - 2 is not applicable to the Company.
Acknowledgement:
Your Directors would like to express their appreciation for
co-operation and assistance received from the shareholders, bankers,
government authorities and employees during the year under review.
On behalf of the Boards of Directors
Sd/- sd/-
Place : Mumbai Brijmohan Kabra Kaushal Mehta
Dated :31/08/2015 Director Director
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