DIRECTOR'S REPORT Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 1. Operations: The year under review was the year of consolidation for future growth. The revenue of the company dropped by almost more than 60% because real estate business situation as less new buyer are in market and selling expenses is also very high. As the real estate business in India is going on from a reformative stage, Government of India has proposed a new Real estate bill which is under consideration in parliament, Property rate in all metropolitan cities is either stable or falling, due to high inflation and whole sale price index less money remained on hand of buyer is also a cause for under performance of this sector. As various new things are in line in this sector and government vision of affordable housing to all, it seems that real estate sector is going to perform well in future. 2. Dividend During the year the company has managed to be in profit with a very minimal amount of profit and due to that earning per share is also very less hence In order to conserve resources for the operating business and in order to improve the performance the company, your director recommended to plough all the profit and do not recommend any dividend for the financial year 2014-15 3. Reserves The board of director of the company has decided to transfer all the current profit earned by the company into reserve of the company for consolidation of resources and to performance better in future. 4. Transfer To Reserve: Your company proposed to transfer all profit which is Rs.90519 to the General Reserve for the year under review. 5. Matters Related To Directors And Key Managerial Personnel: During the year under review, the Ms. Varisha Ramesh Kanungo has been appointed as a director in the company by her inclusion the board have a composition of Male and Female directors which will be helpful for board of director to get divergent views on different topics apart from that Mr. Dhananjay Digambar Pande who was associated with the company since 2010 has resigned from the Directorship of the company due to pre-occupation of other work the board of director has taken note to his contribution which is very helpful. The Board of Director has appointed Mr. Dilipkumar Keshrimal Mehta as a Chief Financial Officer (CFO) who is considered’ as- a Key-Managerial "personnel (KMP)of the company as per Companies Act, 2013. As Mr. Dilip kumar Keshrimal Mehta has been associates with company since 2009 and due to his vast experience in financial sector and other expertise he is considered as very desirable personnel for this post. All such above appointment has been done after recommendation of appointed person by the Nomination and Remuneration Committee of the company and as per applicable qualification per given in Companies Act, 2013. Stock exchange has been intimated properly from time to time any such appointment and resignation and other information as stipulated under Clause 49 of the Listing Agreement. Declaration by an Independent Director(s) and re- appointment: The company during the year under review has taken a declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. The company has three Independent Director on its Board of Director as a set of Practice Company used to take declaration of Independence from Independent Director in the first board meeting of directors after their appointment and in every first board Meeting of the Financial Year. An independent director who has been appointed in last AGM shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company. 6. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board, in consultation with Internal Auditor, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process. 7. Number of meetings of the Board of Directors: During the year under review 7 Board Meetings and 5 Audit committee were convened and held, the details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the companies act, 2013 and the Clause 49 of the Listing Agreement. 8. Remuneration Policy: The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Remuneration Policy is stated in the Corporate Governance Report. 9. Deposits: During the year under review your company has not accepted any deposit. Hence the provision for disclosure of the information relating to deposit is not applicable on company for the financial Year under review. 10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: No material change and commitment affecting the financial position of the company have occurred between the end of the financial year (FY 15) of the company to which the financial statement related and the date of this Board Report. 11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: No significant and material order passed by the any regulators or courts or tribunals impacting the going concern status and company's operation in future as the company believe in high compliance standard Hence the chances of any non compliances and any mishap is very less. 12. Details of Subsidiary/Joint Ventures/Associate Companies: A company has no subsidiary company/ Joint Venture/ Associates Companies neither company is-subsidiary of any tire company during the year under review. 13. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement: As the company does not have any of the subsidiary company/ Joint Venture/ Associates Company hence this section is not applicable on company for the financial Year under review. 14. 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 the provisions of Section 134(3)(c) of the Companies Act, 2013 that: A. In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently arid judgments 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 March 31, 2015 and of the Profit of the Company for the year ended on that date; C. Proper and sufficient care has been taken for 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. The annual financial statements have been prepared on a going concern basis; E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively. 15. Share Capital: The paid up equity share capital of the company as on March 31, 2015 was Rs.53,068,000. During the year under review the company has not issued shares with differential voting right nor granted stock option nor sweat equity. 16. Extract of the annual return: The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure A and forms an integral part of this Report. 17. Conservation of energy, technology absorption and foreign exchange earnings and outgo: The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. The details of foreign exchange earnings and outgo during the year under review are as below: As the company business is totally situated in within the national boundaries and no agreement for purchase or sale done with any foreign parties. Hence for the year under review company has no foreign exchange earnings or expenses. 18. Corporate Social Responsibility: During the year under review company has not exceeds any of the limit prescribed in section 135 Hence the company does not required to comply with provision Corporate Social Responsibility nor required to make any provision of expenses for CSR activities given in Schedule VII of the Companies Act, 2013. 19. Details of establishment of vigil mechanism for directors and employees : The Company has a vigil mechanism named Whistle Blower Policy to deal with any instances of fraud and mis-management in the Company. The details of the Whistle Blower Policy;are explained in the Corporate Governance Report and also posted on the website of the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. 20. Nomination and Remuneration Committee: The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. 21. Particulars of loans, guarantees or investments under section 186: During the year under review the company has not provided any short term or long term loan and advances, Guarantee or securities, or made investment in any body corporate or any other person as defined in section 186 of Companies Act, 2013. Hence the company does not required to maintain register as prescribed in Companies Act, 2013. 22. Particulars of contracts or arrangements with related parties: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and Clause 49 of the Listing Agreement are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure II. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Details of transactions with Related Parties are given in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. 23. Particulars of Employees: The information required pursuant to Section 197 of the Companies Act, 2013 ('the Act') read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company. 24. Statutory Auditors: The company auditor M/S. D. Kothary & Co. Chartered Accountants, has been appointed as a company statutory auditor for five Annual General Meeting at last year subject to ratification of member at each AGM. Pursuant to the provision of section 139 to 143 of the Companies Act, 2013 read with the rules of the Companies (Audit and Auditors) Rules, 2015, The Audit Committee and the Board have recommended their ratification of the Auditor for upcoming Annual General Meeting of the company as such remuneration plus service tax, out of pocket expenses, traveling expenses as may be mutually agreed between the Board of Director of the Company. 25. Auditors' Report: Pursuant to the provisions of Section 139 to 143 of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2014, the Board of Directors had appointed M/S. D. Kothary & Co. Charted Accountants to undertake the Statutory Audit of the Company for the financial year 2014-2015. The Report of the Statutory Auditor is annexed herewith in Annual Report and forms an integral part of this Report. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his Statutory Audit Report. 26. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure A and forms an integral part of this Report. The Company is in process for appointment of Wholetime Company Secretary as required u/s.203 of the Companies Act, 2013. 27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: The company has an adequate Internal Control System, Commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit(IA) function outsources to VKM & Associates as of current is well defined in the engagement letter of the internal auditor duly approved by the audit committee. To maintain its objectivity and Independence, the Internal Auditor report to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure. 28. Audit Committee : The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. 29. Nomination and Remuneration Committee: The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the companies Act 2013and clause 49 of the Listing agreement. The Details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. 30. Disclosure under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressed) Act, 2013: Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants. While dealing with issues related to sexual harassment at the workplace towards any women employee's secrecy will be maintained and no women employee will be subjected to any kind of harassment and other mean of inconvience for raising and issue or pointing out unethical behavior. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological. 31. Risk management policy: As the company business segment is small and as the paid up share capital of the company is less than Ten crore hence provision clause 49 is not applicable on company but as a company policy of High compliances the company during the year under review has pursuant to the requirement of Clause 49 of the Listing Agreement, has constituted a Risk Management Policy. The details of the Policy are updated on company website and managerial employee of the company is properly informed about their role and responsibility as per this policy even they has been provide a formal training of how to identify the risk, actions need to be taken to mitigate the risk, risk avoidance technique etc. 32. Corporate Governance Certificate: As according to recent amendment in clause 49 enforced from September 2015 all the companies who's paid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore are not required to compile clause 49. As the company paid up Capital is less than Ten Crore hence company is exempted to compliance of clause 49 and it does not need to furnish Corporate Governance Certificate as stipulated under Clause 49 of the Listing Agreement. 33. Personnel: The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued cooperation throughout the year. 34. Acknowledgements: Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review. By Order of the Board of Directors, Naresh Mehta Managing Director Dilip Mehta Director & CFO Place: Mumbai Date : 30/05/2015 |