shreejal info hubs ltd Directors report


To,

The Members,

SHREEJAL INFO HUBS LIMITED

Your Directors have pleasure in presenting their 51st Annual Report on the Audited Statement of Accounts of Shreejal Info Hubs Limited [“Company”] for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2014-15 and FY 2013-14 is given below:

Amt. in Rs.
Particulars 2014-2015 2013-14
Gross Income 11,25,500 17,43,800
Net Profit Before Tax 22,022 25,757
Provision for Tax
- Current Year 10,000 9,000
- Previous Year - -
- Deferred Tax (1,26,640) -
Net Profit After Tax 1,38,662 16,757
Balance of Profit brought forward 1,38,662 16,757
Balance available for appropriation 1,38,662 16,757
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 1,38,662 16,757

2. REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 11, 25,500/- as against total Income of Rs. 17, 43,800/- in the corresponding previous year.

Net Profit after Tax for the year under review was Rs. 1, 38,662/- as against Net Profit after Tax of Rs. 16,757/- in the corresponding previous year.

3. FUTURE PROSPECT

Your Company is constantly striving for new fields of innovation, improved performance with a continued sense of commitment to a higher standard. There is a constant effort that is being made for bringing in worthy and new projects. Your Company is committed to handle new roles and responsibilities and is open to accept new challenges on a global basis by virtue of its strengthened business model. In addition, there are continuous efforts at improving efficiency.

4. DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs.750,00,000, comprising of 750,00,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mrs. Priti Vora, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors 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 profit and loss of the company for that period;

(c) The directors have 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 have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company,is enclosedas Annexure I and forms part of this Report.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

9. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year,07 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

10. 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 Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. 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 Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

12.NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the Company’s website.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

14. STATUTORY AUDITORS’ AND AUDITORS’ REPORT

The Auditors, M/s. S.D. Malde & Co., Chartered Accountant, (Firm Regn: 120605W)retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of 54th AGM. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S.D. Malde & Co., Chartered Accountantthat their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report as issued M/s. S.D. Malde & Co., Chartered Accountant, Auditor of the Company is self explanatory and need not call for any explanation by your Board.

15. APPOINTMENT OF COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

The Company is in process of appointing Company Secretary in whole time employment and Chief Financial Officer pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Kiransingh Rajpurohit, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

17. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

18. CONSTITUTION OF AUDIT COMMITTEE

All members of the Audit Committee possess strong knowledge of accounting and financial management. Further, the Audit Committee is constituted as per the provision of Section 177 of Companies Act, 2013 and rules made there under and as per amended clauses of Listing Agreement, details of which is provided in the Corporate Governance Report along with other details.

19. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

20. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy /Vigil Mechanism for directors and em ployees to report genuine concerns has been established. The said Policy has been uploaded on the website of the Company at www.shreejalinfo.com . The employees of the Company are made aware of the said policy at the time of joining the Company.

21. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

22. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

23. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015, there were no outstanding deposits.

24. LOANS & GUARANTEES

During the year under review, the Company hasnot provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

25. INSURANCE

The properties/assets of the Company are adequately insured.

26. RELATED PARTY TRANSACTIONS

During FY 2014-15, the Company has not entered into Related Party Transactions Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm’s length basis, Form AOC-2 is applicable to the Company and given as Annexure III.

27. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

28.MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company’s operations forma a part of this Annual Report.

29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is not applicable and hence disclosures required therein are not applicable to the Company.

During the year, there were no Foreign Exchange earningsnor any expenses incurred.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. August 2nd, 2014), with the Ministry of Corporate Affairs.

31. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors
Place: Mumbai PRITI VORA YOGESH PATEL
Date: August 27, 2015 DIRECTOR DIRECTOR
[DIN: 06937575] [DIN: 06670459]

Annexure I

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and

ii. The percentage increase in remuneration of each Director, Managing Director & Chief Executive Officer, Chief Financial Officer and Company Secretary of the Company in the financial year 2014-15

Name & Designation Remuneration of each Director & KMP for Financial Year 2014-15 % increase/ decrease in remuneration in the Financial Year 2014-15 Ratio of remuneration of each Directors to median remuneration of employees
(Rs.)
A. Directors
Mr. Pratik Patel NIL N.A. N.A.
Mr. Haresh Narsinh Patel NIL N.A. N.A.
Mr. Yogesh Shivgan Patel NIL N.A. N.A.
Mr. Jayanti Naran Velani NIL N.A. N.A.
Mr. Priti Mukesh Vora NIL N.A. N.A.
B. Key Managerial Personnel NIL N.A. N.A.

iii. The percentage increase in the median remuneration of employees in the financial year 2014-15

Financial Year 2014 - 15 Financial Year 2013 - 14 Increase
(Rs.) (Rs.) (%)
Median remuneration of all employees NIL NIL NA

Note: Due to financial crunch company is not able to pay any remuneration.

iv. The number of permanent employees on the rolls of Company.

There were no permanent employees on the rolls of Company as on March 31, 2015.

v. The explanation on the relationship between average increase in remuneration and Company performance.

The Company is not providing any remuneration to its Key Managerial Personnel.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.