DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting their 27,h Directors' Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31,2015. PERFORMANCE REVIEW: Your Company achieved performance of both in turnover and its profits, the turnover of the Company has increased 58.65% as compared to previous year and profit of the year increased 5.56% as compared to previous year. DIVIDEND: However with the view to conserve the resources of company the directors are not recommending any dividend. AMOUNTS TRANSFERRED TO RESERVES: The Board of the company has decided/proposed to carry Rs. 405779/- to its reserves. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report. DIRECTORS a) Directors and Key Managerial Personnel (KMP): In accordance with the provisions of Section 203 of the Act, the following have been designated as KMP of the Company: Mr.GautamchandKawar, Director of the Company, who is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. In terms of Section 161 of the Companies Act, 2013 Mrs. Shweta Vikash Kawar was appointed as an Additional Director with effect from March 30, 2015retire at the ensuing Annual General Meeting. We have received a Notice under Section 160 (1) of the Companies Act, 2013 from a member proposing tiiecandidatures of Mrs. Shweta Vikash Kawar to the office of Directorship, whose terms of office shallbe determined for retirement by rotation. b) Declaration by Independent Directors The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet with the criteria of their independence laid down in Section 149(6) of the Act read with Clause 49 of the Listing Agreement. c) Formal Annual Evaluation Pursuant to the provisions of Section 178 of the Act, read with Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, the Directors individually and the working of the committees of the Board. The performance evaluation of the Chairman and other Non-independent Non-Executive Directors was carried out by obtaining feedback on them from the entire Board. DIRECTORS' RESPONSIBILITY STATEMENT" Pursuant to clause (c) of sub-Section (3) of Section 134 of the Act, the Directors would like to state that: (a) in the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) 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 March 31,2015 and of the profit of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts for the year ended March 31,2015, on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. NUMBER OF BOARD MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review, Seven (7) Board Meetings were convened and held. Details of the composition of the Board and its Committees and of the Meetings held attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report. EXTRACT OF ANNUAL RETURN: The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 has been enclosed with this report PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES: Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Financial Statements. DEPOSITS: The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION (1) OF SECTION 188: All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company The details of related party transactions are disclosed in Note No.30 attached to and forming part of the accounts. AUDITORS: Statutory Auditors and Auditors' Report M/s. Maheshwari& Jain, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Board recommends their re-appointment for a term of five years i.e till the conclusion of the Annual General Meeting to be held for the financial Year 2019-2020, subject to ratification of their appointment at every Annual General Meeting during the said term. Secretarial Auditor 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. Paliwal Vikas & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure I, a Secretarial Audit Report given by the Secretarial Auditor. AUDIT COMMITTEE: The Audit Committee of the Company comprises Mr.Gautamchand Kawar, Mr.R. Abani and Mr.Naresh Kumar Jain. Mr. Rajendra Kumar Abani is the Chairman of the Committee. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Clause 49 of the Listing Agreement. The charter of the committee is in conformity with the Act and the Listing Agreement as more particularly set out in the Corporate Governance Report, which forms a part of this report. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and as per Clause 49 of the Li sting Agreement, the Company has established a Vigil Mechanism to enable the Directors and employees of the Company to report concerns of any unethical behaviour, violation of law or regulations, or suspected fraud. INTERNAL FINANCIAL CONTROLS: Your Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. RISK MANAGEMENT: The Company has been undertaking periodic review of its operations to address various risks impacting it and consequently measures are taken to mitigate or minimize the risks. Normal foreseeable risks to the Company's assets are adequately covered by comprehensive insurance. The Company's risk management approach and practices continued to focus on minimizing the adverse impact of risks on its business objectives and to enable the Company to leverage market opportunities based on risk-return parity. NOMINATION & REMUNERATION COMMITTEE: The Remuneration Committee comprises Mr. Gautamchand Kawar, Mr. Rajendra Abani and Mr. Naresh Kumar Jain. Mr. Naresh Kumar Jain is the Chairman of this Committee. The Committee is constituted in line with the regulatory requirements mandated by the Act and Clause 49 of the Listing Agreement. The terms of reference thereof are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report. CORPORATE GOVERNANCE: The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 has been annexed with this report. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT. 2013: The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company organizes workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act. During the year under review, the Company did not receive any complaint. ACKNOWLEDGMENTS: The Directors take this opportunity to express their deep and sincere gratitude to the customers of the Company for theircontidence and patronage, as well as to the Government of India and other regulatory authorities for their co-operation.support and guidance. The Directors would like to express a profound sense of appreciation for the commitment shown bythe employees in supporting the Company in its continued robust performance on all fronts. For and on behalf of the Board of Directors GAUTAMCHAND KAWAR DIRECTOR SHANTILAL KAWAR CHAIRMAN Place: Mumbai Date: 21 May, 2015 |