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We are privileged to place before you the 35th Annual Report of your Company together with the Corporate Governance
RESULTS FROM OPERATIONS
|(Rs. in Lacs )|
|Net Profit /loss before tax||0.84||(0.82)|
|Provision for taxation including FBT||0.26||-|
|Provision for deferred tax assets/(liabilities)||-||(0.21)|
|Taxation of earlier years||-||-|
|Net Profit /Loss after tax||0.58||(0.62)|
The Companys Turnover for the year ended March 31st 2015, is Rs. 30.07 Lakhs as against Rs. 0.15 Lakhs for the previous year.
Transfer to Reserves,
The Company has transferred Rs.58,554/- to reserves
In view of the current performance, the Board of Directors of the Company do not recommended any Dividend.
The paid up Equity Share Capital as on March 31, 2015 was 261,943,333. During the year under review, the Company has not issued any shares
The Company has not accepted any deposits from the public during the financial year.
Number of Board Meetings
During the year under review the Board of Directors met 7 times i.e. on 13th May 2014,6th June 2014,8th Aug 2014,1st Sep 2014, 5th Sep 2014,14th Nov 2014,13th Feb ,2015,. Are given in the corporate governance which is a part of their annual report.
Committees of the Board
The board has Audit Committee, Nomination/Remuneration committee, Share Transfer Committee, stake holder relationship committee.
Composition of Audit Committee:
An Audit Committee of the Board has been constituted in terms of the relevant provisions of the Listing Agreement and Section 177 of the Companies Act, 2013. Constitution and other details of the Audit Committee are given in the Corporate Governance Report which is a part of this Annual Report
Statement on Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Companys policy on directors appointment and remuneration including criteria:
The Company has formulated a "Nomination and Remuneration policy" which is in compliance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. This policy lays down a framework in respect to appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors etc. This policy is applicable to Directors, Key Managerial Personnel and Senior Management.
KEY MANAGERIAL PERSONNEL:
Shri Dipal Rokadia, Chairman & Managing Director of the Company was appointed as the Key Managerial Personnel with effect from 1st April 2014.
Smt. Hiral Rokadia was appointed as the Key Managerial Personnel with effect from 13th February 2015.
Directors Responsibility statement:
Pursuant to Section 134(3)(C) of the Companies Act, 2013, the Directors confirm that:-
i. In the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;.
iii. Proper and sufficient care has been taken 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. The annual financial statements have been prepared on a going concern basis;
v. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
As per the Provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jignesh Rokadia , who retires by rotation and eligible for re-appointment offers himself for re-appointment.
Mr. Arvind Shah , Director of the Company, is an Independent Director and is also a member of other committees of the Company
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors .
The Companys Statutory Auditors, Mr. William Serrao, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible for Re appointment, offer themselves for reappointment. A letter has been received from him that his reappointment if made will be in conformity with the provisions of section 139of the Companies Act, 2013.
There are no qualifications contained in the Auditors Report and therefore there are no further explanations to be provided in this report.
The company is in the process of finalizing secretarial auditor for the audit of the company.
The Company has formed a Risk Management Committee as per revised clause 49 of the listing agreement. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report.
Management Discussion and Analysis
Pursuant to Clause - 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is no manufacturing activities and the Company continued with trading activities.
Internal Financial Controls
The Company has adequate internal financial controls with reference to financial statements.
Extract of Annual Return
The extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 has been annexed to this Report in prescribed Form MGT 9.
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013
During the financial year 2014-2015, the Company has not given any loans, guarantees or made any investments as per the provisions of section 186 of the Companies Act, 2013.
Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,2013
There were no Material Related Party Transactions as per the provisions of Listing Agreement and Section 188 of the Companies Act, 2013. All the related party transactions are approved by the Board as well as by the Audit Committee. The necessary disclosures regarding the transactions entered into with the related parties are given in the Notes to the Financial Statements.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:
During the financial year, the electricity expenses incurred by the Company were Rs. 0.07/- as compared to Rs. 0.11/- in the previous year.
(A) Conservation of Energy-
The steps taken or impact on conservation of energy
As the Company is engaged in trading of industrial vacuum cleaners, conservation of energy and technology absorption are not applicable to the company.
(I) The steps taken by the Company for utilizing alternate sources of energy.
The Directors are considering various possibilities for utilizing alternate sources of energy.
(ii) The capital investment on energy conservation equipments Nil.
(B) Technology absorption
(I) The efforts made towards technology absorption Not applicable
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- not applicable
(a) The details of technology imported - Not applicable
(b) The year of import - Not applicable
(c) Whether the technology has been fully absorbed - Not applicable
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not applicable and
(iv) The expenditure incurred on Research and Development - Not applicable
(C) Foreign Exchange earnings and outgo
There was no inflow and outflow of foreign exchange during the year under review.
Corporate Social Responsibility:
The Company does not have a net worth of 500 crore or turnover of 1000 crore or net profit of 5 crore and accordingly the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
Formal Annual evaluation of Board, its Committees, etc:
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 performance evaluation of the Chairman & Managing Director and the Non-Independent Director was carried out by the Independent Director in their meeting. The Directors have expressed their satisfaction with the evaluation process.
Subsidiaries and Group Companies:
The Company does not have any Subsidiary, Joint venture.
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 performance evaluation of the Chairman & Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors have expressed their satisfaction with the evaluation process.
There were no employees who were in receipt of remuneration exceeding the limits specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Particulars of Employees
The disclosure as required under Section 197(12) of the Companies Act, 2013 read with the relevant rules is not applicable to the Company. During the financial year none of the employees were in receipt of remuneration of Rs. 5 lacs per month or Rs. 60 lacs per annum.
CEO / CFO Certificate
Pursuant to Clause-49 of the Listing Agreement, CEO / CFO Certificate is annexed to this report.
Change in nature of business, if any:
There has been no change in the nature of business of the Company for the year under review.
Material Changes and Commitments, if any;
There have been no material changes and commitments which can affect the financial position of the Company that occurred between the end of the financial year of the Company to which the financial statements of the Company relate and date of this report
Vigil Mechanism/ Whistle Blower Policy:
The Company has a Vigil Mechanism / Whistle Blower Policy as per the relevant provisions of the Listing Agreement and Section 177 of the Companies Act, 2013. The details are given in the Corporate Governance Report which forms a part of this Annual Report.
Sexual Harassment policy:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no complaints reported to the Board
Your Directors wish to place on record their sincere thanks to all members and employees for their continued support and co-operation.
|MUMBAI||For and on behalf of the Board of Directors|
|Regd Office:||For INTRADECO LIMITED|
|303/B, Aditya Heritage, Om Nagar,|
|Nex to Jeena House,||DIPAL ROKADIA|
|Andheri (E), Mumbai - 400 099.||CHAIRMAN|