Your Directors take pleasure in presenting the Fifth Annual Report on the business and operations of your company together with the Audited Accounts for the financial year ended on 31st March 2015.
( in Lacs)
|PARTICULARS||Year Ended March 31, 2015||Year Ended March 31, 2014|
|INCOME FROM OPERATIONS|
|Revenue From Operations||61.82||127.48|
|Other Operating Revenue||9.84||86.01|
|Total Income From Operations||71.66||213.49|
|Purchase of Stock-in-Trade||NIL||103.62|
|Employee Benefit Expenses||16.92||11.37|
|Depreciation and Amortization Expenses||0.15||0.15|
|PROFIT/(LOSS) BEFORE TAX||3.11||31.93|
|Provision for Tax||0.96||9.83|
|PROFIT/(LOSS) AFTER TAX||2.15||22.10|
|Brought Forward From Previous Years||55.64||33.54|
|Less: Capitalization of Reserve||50.00||NIL|
|BALANCE CARRIED TO BALANCE SHEET||7.79||55.64|
RESULT OF OPERATIONS AND STATE OF AFFAIRS :
The Year gone by has been a good year with company closing on a profitable note. The total Income of the company for the year under review is Rs. 71.66 Lacs. The Profit before Tax stood at Rs. 3.11 Lacs and Profit After Tax stood at Rs. 2.15 Lacs.
The Net owned Fund (NOF) / Net Worth of your Company is worth Rs. 507.79/- Lacs as on 31st March 2015 as against Rs. 56.64 Lacs during the previous Year.
The Per Share (EPS) is Rs. 00.04 as at March 31, 2015 as against Rs. 0.04 as at March 31, 2014.
Sale of Contractual Receipts has continued to yield good results. Your Directors are glad to inform you that financial year 2014-2015 has been a successful year for the company
TRANSFER TO RESERVE IN TERMS OF SECTION 134(3) OF THE COMPANIES ACT, 2013 :
For the financial year ended on March, 2015 the Company has not transferred any amount to Reserve
Your directors regret to inform you that we do not recommend any dividend for the year to strengthen the position of the company.
UNLCAIMED DIVIDEND :
There is no balance lying in unpaid equity dividend account.
SUBSIDIARY COMPANY :
The Company does not have any subsidiary.
CORPORATE GOVERNANCE :
As per Clause 52 of the Listing Agreement with the Stock exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
As required under Clause 52 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors Report.
ALTERTATION IN SHARE CAPITAL
The Company has issued 50 Equity Shares of Rs.10/- each as Bonus Shares to the existing shareholders of the Company in the proportion of every one equity shares held in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014.
Further During the year company has issued 50,00,000 Equity Shares without differential voting rights through preferential mode in accordance with the provision of Section 42 and 62 of the Companies Act, 2013. The paid-up capital as on 31st March, 2015 was stand at Rs. 500.00 (in Lacs). However in the Month of April, 2015 Company has issued the 25,00,000 Equity Shares of Rs. 10/- each without differential voting right shares through public issue and as on date the Company Equity Capital will stand at Rs. 750. (in Lacs)
Mr. Hitesh Pithadia and Ms. Swati Tripathi are proposed to be appointed as Independent Director for the terms of 5 year from the 1st September, 2015. Your approval is sought for their appointment as detailed in the Notice convening the Meeting.
All independent Director have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and clause 52 of the Listing Agreement.
Mr. Aditya Tripathi, who was appointed as an Additional Director on the Board was resigned from the board on 20th November 2014 due to his pre-occupation. Board appreciates his contribution during his tenure and association with the Company.
Pursuant to the recommendation of the Board and Nomination and Remuneration Committee, Mr. Santosh Nagar was appointed as Whole Time Director of the Company by the Board of Directors with effect from September 1, 2015 for a period of three years, subject to the approval of the shareholders.
Further during the year company has appointed Mrs. Urmi Gherwada as CFO of the Company on 1st December, 2014. In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Santosh Nagar retires by rotation and is eligible for re-appointment.
Based upon the confirmation received from Directors none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
EVALUATION OF BOARD :
Pursuant to the provisions of the Companies Act, 2013 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 Committee, Nomination & Remuneration Committee and Shareholder Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.
MEETINGS OF THE BOARD
During the year under review, tenth meetings of the Board of Directors were held, Board meetings were held on 1st May, 2014, 12th June, 2014, 16th June, 2014, 4th July, 2014, 7th August, 2014, 2nd September, 2014, 30th September, 2014, 20th November, 2014, 1st December, 2014 and 16th March, 2015.
The maximum time gap between any two consecutive meetings did not exceed 120 days.
PARTICUALRS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The disclosure pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors report and is provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the companys website.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and state that : (i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any; (ii) That the Directors have 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 Profit of the Company or the year under review; (iii) That the Directors have 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;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.
(v) The director have laid down internal financial control to be followed by the company and the such internal controls are adequate and are operating effectively; and (vi) There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS: Statutory Auditor
In the Last Annual General Meeting held on 29th September, 2014, M/s. Motilal & Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 5th Consecutive Annual General Meeting to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).
In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Motilal & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has not appointed any Secretarial Auditor since Company equity shares listed on stock exchange on 16th April, 2015 hence their appointment in not required for the financial year 2014-15.
COMMENTS ON AUDITORS REPORT
The notes referred to in the Auditors report are self explanatory and as such they do not call for any further explanation.
DISCLOSURES Audit Committee
The Board of Director of the Company at its meeting held on 20th November, 2014 constitute the Audit Committee of the Company. The Audit Committee comprises of Mr. Hitesh Pithadia (Chairman), Ms.Swati Tripathi and Mr. Ravikant Rathi. The Audit Committee played an important role during the year. It co-ordinated with the Statutory Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Four meetings of the Audit Committee were held during the year. During the year committee had met two time.
Nomination & Remuneration Committee
During the year Board of Director of the Company at its meeting held on 20th November, 2014 constitute the Nomination and Remuneration Committee comprise of Mr. Hitesh Pithadia as a chairman, Ms. Swati Tripathi & Mr. Santosh Nagar as other member of the Committee. The committee formed for evaluation of director performance and compensation to executive director and other senior management employee. Beside increase or decrease in their remuneration. The Nomination and Remuneration Committee met two times during the year.
Shareholders/Investor Grievance Committee
During the year Board of Director of the Company at its meeting held on 20th November, 2014 constitute the Shareholders/ Investor Grievance Committee comprise of Mr Hitesh Pithadia as a chairman, Ms. Swati Tripathi & Mr. Ravikant Rathi as other member of the Committee. The Nomination and Remuneration Committee met two times during the year.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arms length basis and that the provisions of Section 188 of the Companies Act 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.
RISK MANAGEMENT POLICY
The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, Company will appoint the Internal Auditor in current financial year.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
During the year the Company ahs adopted a policy for prevention of Sexual harassment of women at workplace and has not received any compliant of harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy) Rules, 2014 are not applicable to the Company.
VIGIL MECHANISM / WHISTLE BLOWER PLOCY :
In Compliance with the provision of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower is disclosed on the website of the Company.
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the Company.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.
|For and on behalf of the Board of Directors|
|Ravikant Rathi||Santosh Nagar|
|Place : Mumbai||Managing Director||Director|
|Date : 29th May, 2015||DIN: 00862459||DIN: 02800839|