DIRECTOR'S REPORT Dear Members, Your directors have pleasure in presenting the Twenty Fourth Annual Report of the Company for the year ended 31st March, 2015. REVIEW OF OPERATIONS As you all know that your Company has two major line of business: /Finance and Capital Market including Securities Trading, Funding and Financial Services. Your Company has yet to achieve a comforting position in business during the year, and is reviewing its prospects vis-a-vis the current economic scenario specially in the financial sector. Your Company hopes to do better in future. Your Company is working out the future strategy accordingly. Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by the Hon'ble High Court at Bombay at the hearing held on 10th July, 2015, with effect from the appointed date i.e. 1st April, 2014, the "Education Division" of the Company engaged in the business of Education & Publication, together with all its assets, liabilities etc stands transferred as a going concern by way of demerger to Vantage Knowledge Academy Ltd. Upon filing of the certified copy of the Court Order with the Registrar of Companies on 31st July, 2015, the Scheme has become affective on and from the said date. Accordingly the effect of the same has been given at the time of preparation of these financial statements. In terms of the Scheme upon transfer to Vantage Knowledge Academy Ltd., the difference Rs. 3,34,23,318/- (Previous Year Rs. Nil) between the total assets of Rs. 3,77,32,570/- and total liabilities of Rs. 43,09,252/- (Previous Year Rs. Nil) of the Education Division as on the appointed date has been adjusted to the extent opening balance of security premium account and profit & loss account and balance Rs. 94,09,715/- shown as Demerger Reconstruction Account (Debit Balance) under 'Reserves and Surplus' in the books of the Company. Further, in terms of the Scheme, the Consideration for transfer of Education Division amounting to Rs. 3,34,23,318/-being the book value of the net assets of the said Division as on the appointed date will be settled by Vantage Knowledge Academy Ltd. by issuing 33,07,500 Equity Shares of Rs. 10/- each fully paid up to the share holders of the Company. DIVIDEND Your board does not recommend any dividends on equity shares for the year. DEPOSITS The Company has not invite any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS AND KEY MANAGERIAL PERSONNEL Your Board comprises of efficient and able directors who have vast experience in this line of business. Mr. Rajesh Dedhia retires at the ensuing Annual General Meeting by rotation and being eligible, offers himself for re-appointment as Director. Mr. Ravindra Narsayya Pembarthi and Mr. Harakhchand S. Gala have resigned as a director of the company with effect from 27th August, 2014. The Board places on record its appreciation for the contribution made by Mr. Ravindra Narsayya Pembarthi and Mr. Harakhchand S. Gala during their tenure as Director. Mr. Mukesh Kalyanjibhai Shah, Mr. Dipesh Kiritkumar Rambhia And Mr. Darshan Manharlal Jajal appointed as a additional director dated 27th August 2014 and regularised as a Director in the twenty third Annual General Meeting held on 30th September 2014 Mrs. Neeta Rajesh Dedhia appointed as a Managing Director of the company effective from the board meeting held on dated 30th March 2015 subject to the approval of shareholders in the Annual General Meeting. The brief details of all members of Board are annexed to this report. The following persons are Directors and Key Managerial Personnel of the Company 1. Mrs. Neeta Rajesh Dedhia - Managing Director 2. Mr. Rajesh Dedhia - Director, Chief Financial Officer & Compliance Officer 3. Mr. Darshan Manharlal Jajal - Director 4. Mr. Dipesh Kiritkumar Rambhia - Director 5. Mr. Mukesh Kalyanjibhai Shah - Director Remuneration and other details of Key Managerial Personnel for the year ended 31st March, 2015 are stated in the extract of the Annual Return. Directors' Responsibility Statement Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that: • In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; • 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 as at 31st March, 2015 and the loss for the year ended on that date; • The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities; • The directors have prepared the annual accounts on a going concern basis: • The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; • The Directors had deviced proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently. Policy on Sexual Harassment of Women at Work Place Pursuant to provisions of Sexual Harassment of women at work place (Prosecution, Prohibition and Redressal) Act, 2013 and rules made there under, Company has adopted a policy with effect from 14th February, 2015. Particulars of Employees There are no employees of the category specified in under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Auditors and Audit Report M/s. J K Shah & Co., Chartered Accountants, (FRN: 109606W) who are the Statutory Auditor of the Company; hold the office until the conclusion of the ensuring Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold the office from the conclusion of this AGM till the conclusion of the Twenty Eighth Annual General Meeting subject to ratification of their appointment at every Annual General Meeting. The Company has received the Certificate under Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the Auditor. The observations in the Auditors' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory Auditors Observations/Comments The director's report, corporate governance report, Secretarial audit report, management discussion analysis have addressed most of the issues and observations and the comments of the Auditors are self-explanatory. The management was actively pursuing the issue of noncompliances as disclosed in the Audit Report under Auditors Observations and in the Secretarial Audit Report under Form No MR-3. Clarification of directors on Auditors Comments on Auditors Observation u/s 164(2)(a) of Companies Act 2013 as regards One director Mr. Rajesh Dedhia is given in the Directors Report. As regards the secretarial auditors observations as prescribed in the Form No. MR 3 (Annexure B) the management of the Company is in the process of rationalizing the issues. Audit Committee The Composition of Audit Committee was changed from time to time. The present composition of Audit Committee consists of the following members: Mr. Mukesh Kalyanjibhai Shah - Chairman Mr. Darshan Manharlal Jajal - Member Mr. Dipesh Kiritkumar Rambhia - Member The above composition of the Audit Committee consists of all the independent Directors. The Company has established a vigil mechanism to oversee through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the company employees and the Company. The more details of the Audit Committee are stated under Corporate Governance Report. Stakeholders Relationship Committee The Share Transfer Committee constituted was renamed as The Share Transfer and Investors Grievances Committee. To comply with the requirements of the Companies Act, 2013 and the listing agreement with the Stock Exchanges, the name of the Committee was further changed to Stakeholders Relationship Committee. The Composition of Committee is as under: Mr. Mukesh Kalyanjibhai Shah - Chairman Mr. Darshan Manharlal Jajal - Member Mr. Dipesh Kiritkumar Rambhia - Member Remuneration Committee Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed company and prescribed class of companies, shall constitute Remuneration Committee (RC) of the Board consisting of 3 or more non - executive directors out of which not less than V2 shall be independent director. The Composition of RC was changed from time to time. The present composition of RC consists of the following members: Mr. Mukesh Kalyanjibhai Shah - Chairman Mr. Darshan Manharlal Jajal - Member The above composition of the Nomination and Remuneration Committee consists of all the independent Directors. The Remuneration Committee have formulated a policy as prescribed under the Act which, interalia, includes criteria for determining qualification, positive attributes and independence of a director and recommended to the Board for adoption of the Policy. The Policy also covers recommendation to the Board on the remuneration to the Board of Independent Directors, Key Managerial Personnel and other employees. Corporate Social Responsibility Committee The Company is not required to constitute a Corporate Social Responsibility Committee due to non fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure A. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Kushla Rawat & Associates, Company Secretaries in Whole-time practice (ACS no. 33413, C P No.12566), was appointed to conduct Secretarial Audit for the year ended 31st March, 2015. M/s Kushla Rawat & Associates, Practising Company Secretaries has submitted Report on the Secretarial Audit which is attached as Annexure B and forms a part of this report. There are some Qualifications or observations or remarks made by the Secretarial Auditor in the Report. Company's Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Agreement. Performance Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. Related Party Transactions All the related party that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and Board for approval. The details of Related Party Transactions are provided in the note no. 25 in the accompanying financial statements. Corporate Governance The Company believes that Corporate Governance is a way of business life rather than legal compulsion. Your Directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India (SEBI) codified as Clause 49 of the Listing Agreement with Stock Exchanges. Corporate Governance Report as well as Corporate Governance compliance certificate by Secretarial Auditors is set out in separate Annexure C to this report. Management Discussion Analysis Report forms a part of Directors Report and marked as Annexure D. Number of Board Meetings Conducted During the Year under Review The Company had 6 (Six) Board meetings during the financial year under review. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report. Investor Services As the members are aware, your company's shares are tradable compulsorily in electronic form with effect from and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company's shares on either of the Depositories as aforesaid. Wholly Owned Subsidiary Company does not have any wholly owned subsidiary company. Human Resources Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company's HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence. Internal Controls The Company has an adequate system of internal checks on its day to day affairs, which acts as a internal control system commensurate with its size and the nature of its business. The internal controls system of the Company are monitored and evaluated and reviewed by Management and Audit Committee of the Board of Directors. Auditor's observations in confirmation to policy in force has also been received. Statement Concerning Development and Implementation of Risk Management Policy of the Company. Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities. The objectives and scope of the Risk Management Committee broadly comprises: • Oversight of risk management performed by the executive management; • Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEBI guidelines • Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycles. • Defining framework for identification, assessment, monitoring, mitigation and reporting of risk. Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan. The Risk management committee was constituted as on 14.02.2015 Acknowledgements The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company. For Vantage Corporate Services Limited Sd/- (Neeta Rajesh Dedhia) Managing Director DIN:00969568 Address: 37, 5th Floor, Dhan Bhuvan No. 1, CHS. 5, Gazdar Street, Chira Bazar, J. S. S. Road, Mumbai, 400002. Place : Mumbai, date : 29th August, 2015 |