DIRECTORS' REPORT To The Members, Your Directors are pleased to present the 34th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2015 DIVIDEND : In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review. OPERATIONS: Receipts during the year were of Rs.1.22 Lacs as against Rs. 6.14 Lacs during the previous year. FUTURE PLANS: Your Directors would like to inform that due to downturn in business there has been Loss in Business which your Director are striving to wipe off and with the upturn in Economy your Directors are confident to post better Results Next Year. DIRECTORS : Shri Sushil S. Sanghai and Shri Jagdish B. Ladha, Directors retire by rotation and being eligible offer themselves for Re-appointment. FIXED DEPOSIT : The Company has not accepted any fixed deposit from the Public during the year under review. AUDIT COMMITTEE : The Audit Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Ashok Kumar H. Jakhotia -Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange. INVESTORS GRIEVANCE COMMITTEE : The Investors Grievance Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Sheodutt B. Sanghai - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange. REMUNERATION COMMITTEE : The Remuneration Committee consists of 4 Directors out of which 3 are Independent Directors, viz, Shri Jagdish B. Ladha - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghai - Director. The constitution of Remuneration Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange. CORPORATE GOVERNANCE : Your Company's Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secretary forms part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT : As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Director. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibilty for the Statement, it is hereby confirmed. i. That in preparation of the Accounts for the financial year ended on 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii.That the Directors have selected such accounting policies and applied them consistently and made judgment 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 of the profit or loss of the Company for the year under review. iii.That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding 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 on 31st March, 2015 on a going concern basis. ENVIRONMENT: Information pursuant to the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L. RESEARCH & DEVELOPEMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION : As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given. PARTICULARS OF EMPLOYEES : No employee has drawn a remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month during part of the year. AUDITORS : The Observations made in the Auditor's Reports are self explanatory and as such they do not require any explanation. The Appointment of Auditors M/s. N.K. Jalan & Co. approved by the member at the 33rd Annual General Meeting for a period of three years. They hold office as Statutory Auditors until the conclusion of 35th Annual General Meeting, Members are requested to fix their remuneration and retify their re-appointment for the financial year ending 31st March, 2016. SECRETERIAL AUDIT : Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company had appointed M/s. A. L. Makhija & Co.- Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on 31/3/2015. The Secretarial Audit Report is Attached. As reported by The Secretarial Auditor and as you are aware Your Company does not have any major revenue earning Business Activities. Therefore No Executive Director for the Company has been appointed. As regards Appointment of a Qualified Compliance Officer. Your Company is in Process of appointing a Qualified Compliance Officer in near future. Your Directors would like to acknowledge the co-operation and support received by the Company during the year from its Employees, and business partners. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/-(SHEODUTT B. SANGHAI) CHAIRMAN AND MANAGING DIRECTOR (DIN-00048733) Place : Mumbai Dated : 29th May, 2015 |