DIRECTORS' REPORT_ Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015. OPERATIONS The Company is lying dormant for more than ten years and there is no employee on the rolls of the Company. In view of the same your Company is not in a position to comply with the various compliances to be made under the Companies Act, 2013 and Listing Agreement. FINANCIAL RESULTS The Company incurred a net loss of Rs.3.59 lacs during the year under review. DIVIDEND In view of the losses incurred during the year, your Directors expressed their inability to recommend any dividend. DIRECTORS Mr. Bharat Bhushan Mehta (DIN 06644703), Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. FIXED DEPOSITS The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member and public during the Financial Year. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the loss of the Company for that period; iii. 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; iv. The annual accounts for the year 2014-15 have been prepared on a going concern basis. v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. PARTICULARS OF EMPLOYEES There is no employee in the Company , therefore particulars are required to be given under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 not attached. AUDITORS: Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditors M/s. V. Sahai Tripathi & Co., Chartered Accountants, (Firm Regn. No. 000262N) be and is hereby recommended for reappointment to act as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting until the conclusion of the forthcoming Annual General Meeting of the Company. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141 of the Companies Act, 2013. AUDITORS REPORT The observation/qualification made by Auditors' in their Report read with notes to accounts are self-explanatory and therefore do not call for any further comments. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The Company is under the business of investment and financing so the particulars of the Conservation of energy and Technology Absorption is : NOT APPLICABLE Foreign Exchange Earnings and Out go: NIL MANAGEMENT DISCUSSION & ANALYSIS REPORT Pursuant to the provision of clause 49 of the listing agreement Management Discussion & Analysis Report is set out as an Annexure-A. 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. Nirbhay Kumar and Associates, Practicing Company Secretaries (C. P. No. 7887) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B" to this report. RELATED PARTY TRANSACTIONS There is no related party transaction happen during the financial year in the ordinary course of business. 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. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure-C" to this report. CORPORATE GOVERNANCE The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2014-2015 and a certificate from the Auditors of the Company are furnished as a part of this Annual Report "Annexure-D". SHARE REGISTRY ACTIVITIES In terms of SEBI Circular No.D&CC/FITTC/CIR-15/2002 dated 27th December 2002, your Company has transferred the work related to share registry to M/s Mas Services Limited, a Registrar and Share Transfer Agent registered with SEBI. DEPOSITORY SYSTEM The equity shares of the Company have been notified for compulsorily trading in dematerialized form by all investors. The shares of the Company are available for trading on Central Depository Services (India) Ltd. (CDSL). The Company's application for admission of its equity shares on National Securities Depository Limited (NSDL) is still pending. As on 31st March 2015, a total of 39,005 equity shares of the Company, which forms 0.34% of the Equity Share Capital, stand dematerialized. COMPLIANCES UNDER LISTING AGREEMENT/COMPANIES ACT, 2013 The Company has received notice from stock exchange regarding non-appointment of woman director in the board, the Company has submitted its reply to exchange that as the Company is dormant since more than ten (10) years, there are no employees in the Company, except minimum number of Directors appointed for compliance purpose and the Company has very limited cash which is placed in Fixed Deposits. The interest earned on FD is being used by the Company to meet expenses relating to various filing and other fees for statutory compliances. Consequently, the Company has found it extremely difficult to meet even the basic requirement of the minimum strength of the Board of Directors as required under law. Given the circumstances, which are completely outside the control of the Company, it is extremely difficult to locate a woman candidate who would be willing to serve on the Board of Directors. The Company has made its best efforts in this regard but has failed to locate/identify any woman professional who express their desire to serve as director on the Board of the dormant Company. The Securities and Exchange Board of India (SEBI) passed an order dated 26.8.2014 under Section 11(1), 11(2)(j), 11(4) and 11B of the SEBI Act, 1992 read with Section 12A of the Securities Contracts (Regulation) Act, 1956 in the matter of non-compliance with the requirement of Minimum Public Shareholding (MPS) under clause 40A of the Listing Agreement and restrained the Company, its promoters and directors from trading in company scrip. LISTING FEE Your Company's shares are presently listed on the BSE Limited, The Calcutta Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited. The Company is regular in paying the listing fee to the BSE Limited. The annual listing fee upto the year 1998-1999 has been paid to Calcutta Stock Exchanges Limited and upto the year 2013-14 has been paid to Madhya Pradesh Stock Exchange Limited. ACKNOWLEDGEMENTS Your Directors place on record their appreciation and gratitude for the unstinted support and assistance extended by shareholders, Central/State Government and the Company Bankers. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. For and on behalf of the Board of Directors Mr. Santosh Kumar Director DIN: 00994313 Mr. A.K. Mithal Director DIN:06941447 Place: New Delhi Date : 14.08.2015 |