Directors' Report Your Directors take pleasure in presenting herewith Twenty First Annual Report and Audited Accounts for the year ended on 31st March, 2015. Review o) Performance During the year company has not carried out any business activities. Changes to Share Capital At present the Authorized Share Capital of the Company stands at Rs. 5,00,00,000 and the paid up capital stand at Rs. 4,57,75,000. There has been no change in the share capital during the period ended 31st March, 2015. Particulars o) Loans, Guarantees and Investments During the year ended 31st March, 2015, company has not given any Loans, Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013. Contracts and Arrangements with Related Parties During the year ended 31st March, 2015, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013. Dividend In the absence of profit, your directors are unable to declare any dividend for the period 20142015. Fixed Deposits Your Company has not accepted any fixed deposits from the public and the provisions of Section 73 of the Companies Act, 2013 are not applicable. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Risk Management Policy The Company has developed and implemented Risk Management Policy. In the opinion of the Board, there is no any risk which may threaten the existence of the company. Policy on Prevention o) Sexual Harassment The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy. Corporate Social Responsibility Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013. Number o) Meetings o) the Board The Board met eleven times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. Disclosures Under Section 134(3)(l) o) the Companies Act, 2013 There were no any material changes and commitments occurred between the end of the period of the Company and date of this report, which can affect the financial position of the Company. Directors In accordance with the Articles of Association of the Company, Mr. Ashish M. Shah is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offer himself for reappointment. During the period the Board of Directors had appointed Mrs. Kosha Malav Shah as an Additional Women Director (Independent) of the Company w.e.f. 8th January, 2015. The Company has received a notice from a member proposing appointment of Mrs. Kosha Malav Shah as an Independent Director. The Board recommends passing of the resolution appointing Mrs. Kosha Malav Shah as an Independent Director of the Company for a period up to January 7, 2020, not liable to retire by rotation The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. 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 Audit, Nomination & Remuneration, Risk management and Stakeholder Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Directors Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment 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 period ended on that date; c) that 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; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Code of Conduct The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report. The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Vigil Mechanism / Whistle Blower Policy Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Details o) Subsidiary / Joint Ventures / Associates Company has not any subsidiary company / Joint Ventures / Associates. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status o) the Company There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company. Conservation o) Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure-A" attached hereto and forms part of this Report. Statutory Auditors At the Annual General Meeting held on September 30, 2014, M/s Vishves A. Shah & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Vishves A. Shah & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shah & Santoki Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". Listing The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company has paid the annual listing fees for the year 2014-15. Corporate Governance & Management Discussion & Analysis A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report. Particulars o) the employees In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section. The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as per "Annexure C". Extract o) Annual Return The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as "Annexure D". Acknowledgment Your company & Directors wish to place on record their appreciation of the assistance and cooperation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company. For and on behalf of the Board Ashish M. Shah, (DIN : 03129204) Managing Director Place : Ahmedabad Date : July 31, 2015 |