DIRECTORS' REPORT To, The Members of Yuranus Infrastructure Limited The Directors hereby present the 21st Annual Report together with Audited Statement of Accounts for the year ended on 31st March' 2015 which they trust, will meet with your approval 2. OPERATIONS: The total sales and other income during the year have been Rs. 841,417 compared to Rs. 893,871 in the previous year. The Company's Profit for the year before depreciation, interest and taxation has been Rs. 3,00,725 (P.Y. Rs. 2,82,857) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 2,04,633 (P.Y. Rs. 2,28,097). 3. DIVIDEND: The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the Company. 4. FINANCE: During the year, the Company have not taken any Term Loan nor any outstanding term loan was there. 5. DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 : Change in Nature of Company Business: The Company is engaged in the real estate and infrastructure sector. There is no change in nature of Company Business. Details of Directors / Key Managerial Personnel Appointed / Resigned: In terms of provision of Section 152 (6) of the Companies Act, 2013 Mr. Dinesh Desai retires by rotation and being eligible offers himself for reappointment. Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Ashita Vishal Sharma, Mr. Atul Jayantilal Shah and Mr. Rajendra Kumar Shantilal Gandhi were appointed at the annual general meeting of the Company held on 29th September, 2014 to hold office up to 5 (five) consecutive years upto 31st March, 2019. During the year under the review, no Directors / Key Managerial Personnel have resigned. However, Mr.Mayur Desai has been resigned as Directorship w.e.f 22nd July, 2015. Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies: During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies. Deposit : The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014. Details of Significant and Material Orders passed by Regulators or Courts or Tribunals: During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future. Internal Financial Controls: The Company has adequate internal financial controls to support the preparation of the financial statements. 6. DIRECTOR'S RESPONSIBILITY STATEMENT: As required under the provisions of Section 134 of the Act, your Directors report that: (a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profits 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 this 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 on a going concern basis. (e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 7. PARTICULARS OF EMPLOYEES: There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014. 8. LISTING: The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2015 - 2016. 9. AUDITORS AND AUDITORS REPORT: The Auditors M/s. Loonia & Associates, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Loonia & Associates, Chartered Accountants as a Statutory Auditor of the Company. Members of the Company at the 20th Annual General Meeting of the Company have appointed M/s. Loonia & Associates, Chartered Accountants as auditors of the Company upto 24th Annual General Meeting of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013 members are requested to ratify the appointment of the auditors for the balance term to hold office from the conclusion of the 21st Annual General Meeting until the conclusion of the 24th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013. The Notes on Financial Statements referred to in the Auditor's Report are Self-explanatory and do not call for any further comments. There is no qualification, reservation or adverse remarks made in the statutory auditors report 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy : The Company consumes minor power and hence no details are required to be disclosed. B. Research & Development: The Company has no specific Research & Development Department. C. Foreign Exchange Earnings and Expenditure: Nil 11. DEMATERIALISATION OF SHARES: The ISIN for the equity shares is INE156M01017. As on 31st March, 2015 total 26,08,700 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares. 12. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with BSE Limited (Bombay Stock Exchange Limited), Management Discussion & Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report as "Annexure I & II 13. RELATED PARTY TRANSACTIONS During the year, there were no transaction as related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith. 14. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT: The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose). 15. RISK MANAGEMENT POLICY The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company's website 16. DECLARATION BY INDEPENDENT DIRECTORS: The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement: (a) Ms. Ashita Vishal Sharma (b) Mr. Atul Jayantilal Shah (c) Mr. Rajendra Kumar Shantilal Gandhi The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence. 17. EXTRACT OF THE ANNUAL RETURN Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as "Annexure III" to this Report. 18. NUMBER OF BOARD MEETINGS During the year the Board of Directors met 6 times. The details of the Board Meetings are provided in the Corporate Governance Report. 19. MATERIAL CHANGES AND COMMITMENTS: There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report. 20. CORPORATE SOCIAL RESPONSIBILITY: The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility. 21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. 22. SECRETARIAL AUDIT REPORT: Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by Mr. Punit S. Lath, Practising Company Secretary is attached herewith which forms part of the Directors Report as "Annexure-IV". The observations are self-explanatory. 23. ANNUAL PERFORMANCE EVALUATION: In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under: Board: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory. Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement. Individual Directors: (a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company. (b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership 24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy. 25. APPRECIATION: Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company. Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period. Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management. By order of the Board of Directors Dinesh Desai (Managing Director) Date : 13.08.2015 Place : Ahmedabad |