DIRECTORS REPORT Your directors present the 24th annual report of the company together with audited statements of accounting for the year ended 31st march 2015. Reserves &surplus Previous year figures have been regrouped /reclassified wherever necessary. Capital : The shares capital of the company remains unchanged during the year ended on 31st march 2015. Dividend In view of accumulated losses, your directors regret their inability to recommend payment of dividend for the year. Performance review Company has a gross total income was Rs.273.88 lacs including sale of equity shares 273.88 lacs interest and dividend income of Rs. 0.33 lacs while at the end of the year accumulated a net loss of Rs.0.88 lacs. The company has not done any share broking or contractual business. In pursuant to clause-49 of the listing agreement with stock exchanges in india, management discussion and analysis report for the year under review is annexed to this report . Directors During the year under review the board of directors of you company co-opted mrs.jyoti mahipal as additional directors liable to retire by rotation in independent category with effect from 30th march 2015. Mr. vinay mimani directors has resigned from the company. Key managerial personall During the year 2014-15 following official were designated as key managerial personnel i)mr. laxmipat sethia ,managing directors &ceo i)mr. siddharth sethia, directors iii.)mrs. Manisha murmuria- compliance officer AUDIT COMMITTEE the audit committee of your company of mr. vinay mimani as chairman (resigned w.e.f.31.03.2015)mrs jyoti mahipal(joined as on 30.03.2015) and mr. sanjay as other member. Mr.siddharth sethia as other member details in respect of the audit of the committee are provided in corporate governance report forming part of the directors report. Extract of annual return The extract of annual return is details in form mgt.9 annexed as annexure -3. Declaration by independent directors All the independent directors of your company have made declaration to the company that they have meet all the criteria of independence laid down under section 149(6) of the companies act2013 and clause 49of the listing agreement with the stock exchanges. Particulars of loans guarantees or investments Particulars of investment made are details in notes to the financial statement forming part of the annual report your company has not provided any loan guarantee or securities 186 of the companies act,2013 Statutory auditors &their report m/s damle dhandhania &co.chartered accountants statutory auditors of the company ,hold office till the conclusion of the ensuing general meeting and are eligible for re-appointment. The company has receives the letters from to the effect that their re- appointment if made would be within the prescribed limit section 141(3)g of the companies act 2013and that they are not disqualified for re appointment. The board of the company has comsider and recommended to ratify appointment of m/s damle dhandhania &co chartered accountants as statutory auditors of the company to hold 27th annual general meeting of the company. The notes on financial statement referred to in the auditors report are self explanatory and do not call for any further comments. Secretarial auditors their report As per section 204 of the companies act,2013 read with companies (appointment and remuneration of managerial personnel) rules,2014 your company appointment m/sk.c.shanuka&co company secretaries , as secretarial auditors of the company for the financial year ended march 31,2015. The secretarial auditors report for the financial year ended march 31,2015 is annexed as annexure-4 explanators and does not require any further explation. Subsidiary companies Your company has two domestic subsidiaries namely.i) evernew infracon private limited and ii)siddha midcity private limited. In accordance with the general circular issued by the ministry of corporate affairs, government of india, the balance sheet statement of profit&loss and other document of the subsidiary companies are not being attaché with the balance of the company. However, the financial information of the subsidiary companies is disclosed in the annual report in compliances with the said circular. The company will provide a copy of separate audited annual account of the subsidiaries to any member of the company who asks it in a written request. The annual account of the subsidiary company is also available for inspection by any member of the company at the company and /or the concerned subsidiaries registered office. Consolidated financial statement In accordance with the accounting standard(as)21 on consolidated financial statement reads with as-23 accounting for investments in associates, the audited consolidated financial statement is provided in the annual report. Secretary The company has unable to get a company secretary at a reasonable and affordable remuneration. To discharging the secretary functions of the company are done by its experienced executives in consultation with a firm of company secretary in practice. Dematerialization of shares Approximately 76.79%of the equity shares of the shares capital of the company already been dematerialized. Corporate governance The report on corporate governance as stipulated under clause-49 of the listing agreement forms part of the annual report. And the requisite certificate from the auditors of the company confirming compliance with the conditional of corporate governance is annexed to the report on corporate governance . Fixed deposit during the year, your company has neither invited nor accepted /renewed any deposits from public within the meaning of section 58a,58aa and other applicable provision of the companies act 1956. Directors responsibility statement That the applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures That such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your companies as at march 31,2015 and of the loss of your company for the year ended on that date. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the companies act2013, safeguarding the assets of your company and for preventing and detecting fraud and other irregularities. That the annual accounts have been prepared on a going concern basis That the internal financial cantonal to be followed by the company have been laid down and such internal financial controls are adequate and were operating effectively and . That proper system to ensure compliance with the provision of all applicable laws has devised and such systems were adequate and operating effectively. Acknowledgements The board of directors would like to express their appreciation for the co-operation and continued support received form investors its employee regulatory authorities, bankers during the year under report. We look forward to their continued patronage and encouragement in our all future endeavour For and on behalf of the board Laxmipat sethia Managing directors Place : Kolkata Date : 30th may 2015 |