To
The Members
BRAKES AUTO (INDIA) LIMITED.
Your Directors have pleasure in presenting the Annual Report together with the Audited
Accounts of the Company for the year ended 31st March 2015.
Financial Results:
| Particulars |
2014-15 |
2013-14 |
| Total Revenue (Other Income) |
10,13,923 |
99,65,928 |
| Total Expenses |
10,55,006 |
10,550,930 |
| Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary items. |
|
|
| Prior Period items |
-- |
-- |
| Exceptional items |
-- |
-- |
| Tax Expenses |
-- |
-- |
| Profit / (Loss) for the Year (before Tax) |
(41,084) |
(5,85,002) |
Performance of the Company during the year under review
During the year under review company did not carried on business. The Directors of the
Company have been exploring various diversified areas and exploring new business areas to
take up the company into new heights.
Future Outlook:
Overall performance of the Auto industry is dull and the company is diversifying itself
into other business areas and to explore international markets.
Dividend:
The Board of Directors does not recommend any Dividend for the year 2014-15 considering
the finance situation of the company.
Fixed deposits:
During the year under review, the Company has not accepted any fixed deposits and there
are no fixed deposits, which are pending repayment.
Subsidiary Companies:
Your Company does not have any subsidiary company during the year under review.
Directors:
In accordance with the provisions of the Companies Act, 2013 and the Company’s
Articles of Association, Mr. Suresh Sharma, Director retire by rotation at this AGM being
eligible, offer themselves for re-appointment.
Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, brief resume
of Mr. Suresh Sharma have been provided in the notice convening the Annual General
Meeting.
Board Meeting
Four meetings of the Board of Directors were held during the year. For further details,
please refer report on Corporate Governance of this Annual Report.
Declaration by Independent Director
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which includes criteria for performance
evaluation of the non-executive directors and executive directors and a process of
evaluation was followed by the Board for its own performance and that of its Committees
and individual Directors.
The details of programs for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on the
website of the Company.
Directors’ Responsibility statement:
The Directors’ Responsibility Statement referred to in clause (c) of sub-section
(3) shall state that
(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 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 and loss 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 this Act 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; and
(e) 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.
Nomination & remuneration Committee
The Board constituted a Nomination and Remuneration Committee comprising of Mr. Daljeet
Singh Matharu, Mr. Giriraj Sharma and Mr. Sachin Sharma. Refer Corporate Governance report
for details.
Corporate Governance:
The company has complied with the requirements of the Code of Corporate Governance as
stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on
Corporate Governance along with Certification by the Managing Director is attached to this
Directors’ Report.
A Certificate from the Auditor of the Company regarding compliance of the conditions of
Corporate Governance as stipulated by clause 49 of the listing agreement is attached to
this Directors’ Report.
Auditors:
The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas retire at the
conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a
certificate under Sec. 141 of the Companies Act, 2013 confirming their eligibility for
reappointment. The Auditors Report for the financial year ended March 31, 2015 is annexed
herewith and is part of the Annual Report.
Extract of Annual Return
An Extract of Annual Return of the Company Pursuant to section 92 (3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
given below;
Employee Relations:
The relations between the employees and management continued to be cordial during the
year.
Particulars of Employees and related disclosures:
No employee of the company is drawing remuneration in excess of the limits set out in
terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of
the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Particulars as required under section 134(3) (m) of the companies act, 2013 read with
the companies (Accounts) Rules, 2014:
1. Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the conservation of energy, technology
absorption, as required under section 134(3) (m) of the companies act, 2013 read with
the companies (Accounts) Rules, 2014 are given below.
Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy. There is no
manufacturing activity is carrying on the company at present.
2. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase Exports, Developments
of new Export Market for products and Services and Export Plans:
The Company has not undertaken any export activities. The company is looking out for
Export Opportunities.
b) Total Foreign Exchange used and earned:
Risk Management
During the year, your Directors have constituted a Risk Management Committee which has
been entrusted with the responsibility to assist the Board in (a) Overseeing and approving
the Company’s enterprise wide risk management framework; and (b) Overseeing that all
the risks that the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and other risks have
been identified and assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks. A Group Risk Management Policy was reviewed and
approved by the Committee.
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Company’s management
systems, organizational structures, processes, standards, code of conduct and behaviors
together form the Reliance Management System (RMS) that governs how the Group conducts the
business of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal Controls Management and Assurance Frameworks and processes to drive a
common integrated view of risks, optimal risk mitigation responses and efficient
management of internal control and assurance activities. This integration is enabled by
all three being fully aligned across Group wide Risk Management, Internal Control and
Internal Audit methodologies and processes.
Comments of the Board of Directors on Qualifications on Auditors Reports:
Auditors Qualifications if any are self explanatory and does not require any comments
Board Comments on Secretarial Audit Qualifications:
Since there was no manufacturing or business activity is carried on by the Company
during last year, and in view of the loss of business to the company, company cannot give
proper attention to the legal and regulatory compliance matters. However management is in
the process of regularizing all legal and procedural compliances.
Particulars of loans, guarantees or investments under section 186:
Company has not provided loans, investments and guarantees during the year.
Related Party Transaction under sub-section (1) of section 188:
During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board is provided in the company’s web site.
Acknowledgments:
The Management is grateful to the Regulatory Authorities, Share holders, Company’s
Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business
Associates for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the co-operation,
active involvement and dedication of the employees.
|
For and on behalf of the Board of Directors |
| Place: Mumbai |
|
| Date: 01/09/2015 |
|
|
Suresh Sharma |
|
Director |
+91-9892691696
