Azure Exim Services Ltd Directors Report.

To the Shareholders,

Your Directors take pleasure in presenting the 22nd Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2015.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rs. in Lacs)

Particulars 2014-2015 2013-2014
Sales and other Income 18.26 17.46
Profit / (Loss) before Depreciation and Tax 8.40 1.05
Depreciation 26.74 27.62
Profit / (Loss) Before Tax (18.34) (26.57)
Provision for Tax - -
Provision for Deferred Tax - (4.53)
Prior Year Tax Adjustment - -
Profit / (Loss) After Tax (18.34) (22.04)

STATE OF COMPANY’S AFFAIR:

Your Company has received income of Rs.18.26 lakhs during the year as against Rs.17.46 lakhs in the previous years from interest on surplus amount invested by the Company further the Company has incurred loss of Rs.18.34 lakhs as against the loss of Rs.22.04 lakhs in the previous year. Your Company is not able to achieve the desired level of operations in the current financial year.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT - 9 as required attached herewith as Annexure - A.

DIVIDEND:

Since the Company has suffered loss during the year and in order to conserve the reserves to meet the needs of business operation, the Board of Directors has decided not to recommend any dividend for the financial year.

TRANSFER TO RESERVES:

Your Company has suffered loss during the financial year and has not transferred any amount to the reserves maintained by the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are 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 this report.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:

Your Company does not have any Subsidiary, Associate Company or Joint Venture and therefore the requirements of sub Section (3) of Section 129 of Companies Act, 2013 will not be applicable to the Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014.

BOARD OF DIRECTORS COMPOSITION:

During the year the Board of Company comprises of the following four (4) Directors:

1. Mr. Dilip Kumar Das

2. Mr. Hari Shankar Prasad Chanau

3. Mr. Vishnubhai Patel

4. Ms. Manju Maheshwari

RETIREMENT BY ROTATION:

Due to change in Directorship, none of the directors are liable to retire by rotation.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Shiw Prakash Rajbhar, resigned from the post of Director w.e.f. 8th January 2015 and Mr. Vishnubhai B. Patel was inducted to the Board and appointed as an additional director in the Board meeting held on 24th December 2014. The Board proposes to appoint him as a Director, liable to retire by rotation in the forthcoming Annual General Meeting (AGM), for which your Company has received the notice under Section 160 of the Companies Act, 2013 proposing his candidature for the post of the Director of the Company.

Ms. Manju B. Maheshwari (DIN: 03061384) joined the Board of your Company and w.e.f. 31st March, 2015, as Additional Director under category of Independent Director for a period of 5 year. Now in terms of the provisions of Section 149, 150, 152, 160 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, it is proposed to appoint her as an Independent Director of the Company to hold the office for a term of 5 (five) consecutive years upto 30th March, 2020. The brief resume of the aforesaid Directors and other information have been given in the notice of the AGM. The Company has received declaration under Section 149 (6) of the Companies Act, 2013 confirming that she meets the criteria of Independence.

Further to broad base the Board of the Company Mr. Alnoor Surani and Mr. Ahmed Dawoodani Rahemtulla were appointed on the Board as Additional Directors w.e.f. 14th August, 2015 under Section 161 of the Companies Act, 2013 and the term of the Additional Director come to an end at the ensuing Annual General Meeting, your Company has received notices from the members proposing the their candidature for the Directorship of the Company liable to retire by rotation.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of the performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company.

The Board met 8 (eight) times during the financial years 2014 - 2015 on 30th May, 2014; 14th August, 2014; 3rd September, 2014; 14th November, 2014; 24th December, 2014; 8th January, 2015; 14th February, 2015 and 31st March, 2015. The name of the Directors and their attendance at Board Meeting / Committee meeting during the year are set out in detail in the Corporate Governance Report which forms part of the Annual Report.

STATUTORY AUDITOR AND AUDIT REPORT:

At the AGM held on 30th September, 2014 the members had approved the appointment of M/s K.R. Tiwari & Co., (FRN 11103W) Chartered Accountants, as Statutory Auditors of the Company for a period of five years from the conclusion of 21st AGM until the conclusion of 26th AGM. In terms of the provisions of the Companies Act, 2013, the Shareholders are required to ratify the appointment of M/s K.R. Tiwari & Co., Chartered Accountant at the ensuing Annual General Meeting.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Shreyans Jain & Co. Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2014 - 15. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the Financial Year 2014 - 15 is annexed to this report as Annexure - B.

DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:

With respect to the observations of the Secretarial Auditor in their report regarding delayed filings with Registrar of Companies; non appointment of whole time Key Managerial Personnel; failure to provide e-voting facility at the Annual General Meeting, your Board wish to inform that in view of poor financial performance of the Company its not able to appoint suitable candidate and not able to provide the e-voting facility etc and the Company is working under the supervision of the Board. Further the Board is on lookout for suitable candidates for the whole time managerial personnel for better performance of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company’s Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, 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 as of 31.03.2015 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis as stated in the notes on accounts;

e) they have laid down the stringent internal financial controls and that such internal controls are adequate and are operating adequately; and

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

DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the nature of the Business of your Company there are no such particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.

AUDIT COMMITTEE:

The Company has Audit Committee constituted under the chairmanship of Mr. Dilip Kumar Das in accordance with the provisions of Section 177(1) of the Companies Act, 2013 and clause 49 of the listing agreement. The composition of the Committee and other details as required to be disclosed have been mentioned in the Report of Corporate Governance. The Committee met 4 (four) time during the financial year 2014 - 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted considers and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Companys Nomination and Remuneration Policy is attached as Annexure - C.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

As required in terms of provisions of Section 188 of the Companies Act, 2013 the details of certain contracts / arrangements with related parties are required to be disclosed in form AOC-2 as a part of this report, however during the year your Company has not entered into any such contract / arrangements with related parties.

DETAILS OF SIGNIFICENT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS IMPECTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no such significant and material orders passed by any regulators / courts / tribunals which impacts the going concern status of the Company and Companys operation in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not met any of the criteria mentioned in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as a statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the Company even though being an listed entity is not mandatorily required to report on the compliances with Clause 49 of the Listing Agreement since the Company does not falls under the criteria attracting the obligations to adhere to the compliance with clause 49 of the Listing Agreement executed with Stock Exchanges. However the Board has approved and decided to continue to comply with the mandatory requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement and accordingly, the Report on Corporate Governance forms part of the Annual Report as Annexure - D. The requisite Certificate from the Statutory Auditors of Company M/s. K. R. Tiwari & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

The report on Management Discussions and Analysis forms part of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and such other details, however there are no such details for reporting under this clause.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and Respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

ACKNOWLEDGEMENTS:

The Directors thank the Company’s customers, vendors, investors, business associates and bankers for the support to the Company as also thank the Government, Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Company

Sd/- Sd/-
Dilip Kumar Das Vishnu Patel
Director Director
DIN: 03594093 DIN :05322281
Place: Mumbai
Date:30-05-2015