The Directors have pleasure in presenting their Annual Report on the
business and operations of the Company together with the Audited
Financial Statements for the financial year ended 31st March, 2015 and
on the state of affairs of the Company.
1. FINANCIAL PERFORMANCE:
The Company''s Financial Performance for the financial year ended on
31st March, 2015 under review alongwith previous years figures are
Amount in Lakhs
Particulars 2014-15 2013-14
Total Income 606.04 753.58
Profit before tax 16.48 6.03
Profit /(Loss) after tax 10.88 5.13
from previous period 92.22 87.09
Prior period adjustment 0 0
Profit for Appropriation
Sub Total (A) 103.10 92.22
Transfer to General Reserve 0 0
Proposed Dividend 0 0
Tax on Dividend 0 0
Sub Total (B) 103.10 92.22
Balance carried to
Balance sheet (A-B) 103.10 92.22
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PLANS:
During the year under review, the company has achieved the turnover of
Rs. 606.04 Lakhs as against Rs. 753.58 Lakhs during the previous year.
The profit before tax during the year was Rs. 10.88 Lakhs as against
Rs. 5.13 Lakhs in the previous year. Barring unforeseen circumstances,
the management is hopeful of achieving better results during the
In order to conserve resources, the Board does not recommend any final
dividend for the financial year ended 31 st March, 2015.
4. DIRECTORS RESPONSIBILITY STATEMENT.
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under Schedule II
to the Act, have been followed and there are no material departures
from the same;
b. The Directors have selected such accounting policies, consulted 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 31 st March, 2015 and of its Profit/
Loss for the year ended on that date;
c. The Directors have taken proper and sufficient care 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
d. The Directors have prepared the annual accounts for the year ended
31 st March, 2015 on a ''going concern'' basis; and
e. The Directors had laid down proper internal financial controls to
be followed by the company and that such internal financial controls
are adequate and operating effectively.
f. The Director had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
5. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS:
M/s. SHAH & BHOSALE,Chartered Accountants, (Firm Registration Number
129657W) were appointed as the Statutory Auditors of the company last
year in AGM held on 20TH September, 2014 till forth coming Annual
General Meeting,. Accordingly, their appointment is proposed in the
ensuing AGM for a term of four years. They have given their eligibility
& consent for the proposed re-appointment.
7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
The explanations /comments made by the Board relating to the
qualifications, reservations or adverse remarks made by the Auditors in
their report are furnished as under:
1. The Director''s Mr. Ishwarlal B. Rupani & Mr. Vijay G. Devnani are
appointed since 2001. The Director''s are under process to acquire DIN
No for themselves.
2. The Company was exempted from clause 49 of the Listing Agreement, so
there was no Independent Director appointed by the Company but in order
to comply with the provision of Section 149 of the Companies Act, 2013,
the Company is in the process of appointing the Independent Director.
3. The Company has hired website developer to update their Website in
line with the Companies Act, 2013 & Clause 54 of the Listing agreement.
The website of the Company will be soon updated.
4. The Company had appointed managerial personnel to designate as KMP
as per section 203 of the Companies Act, 2013. The Company is in
process of completing the procedural aspect of appointment with ROC.
5. The Constitution of the Committee is not as per the Companies Act,
2013 as the Company has not appointed Independent Director. The Company
is in the process of appointment of Independent Director.
6. The Company is in the process of filling e-forms with ROC u/s 117 of
the Companies Act, 2013.
7. The Company is in the process of filling e-form MGT-10 u/s 93 of the
Companies Act, 2013.
8. The Company is under process to comply with requirements of
Regulation 29 (1) of SEBI (Substantial Acquisition of shares and
Turnovers) Regulation, 2011 & Regulations 30 (1) & 30 (2) of SEBI
(Substantial Acquisition of Shares and Turnovers) Regulations, 2011.
9. The company is under process to comply with Related party
transaction as per Section 188 of the Act and the rules there under.
10. The Company is under process to comply with Section 180 of the Act.
8. CORPORATE GOVERNANCE
The Company is exempted from complying with Clause 49 of Listing
Agreement i.e. Corporate Governance as per Circular
CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2015.
9. BOARD OF DIRECTOR:
Mr. V. B. Rupani and Ms. S. B Rupani retire at the ensuing Annual
General Meeting and being eligible offer themselves for reappointment.
10. BOARD MEETING:
During the financial year 2014-15, the Board met five (5) times. The
Details are given as below:
Sr. No. Date of Meeting
The composition of Board of Directors as at 31st March 2015 is as
Sr. Name of the Director Designation Appointed On
1 VASHDEV BHAGWANDAS RUPANl DIRECTOR 30/05/2001
2 SUBHASH CHANDER OBEROI DIRECTOR 15/06/2002
3 KISHIN DEVIDAS MULCHANDANI DIRECTOR 30/05/2001
4 SUSHILA BHAGVANDAS RUPANl DIRECTOR 30/05/2001
5 ISHWARLAL B. RUPANl DIRECTOR 30/05/2001
6 VIJAY G. DEVNANI DIRECTOR 30/05/2001
Sr. Name of the Director Remarks
1 VASHDEV BHAGWANDAS RUPANl
2 SUBHASH CHANDER OBEROI
3 KISHIN DEVIDAS MULCHANDANI
4 SUSHILA BHAGVANDAS RUPANl
5 ISHWARLAL B. RUPANl The director has been appointed
since 30/05/2001 but since they
have not applied for DIN NO they
are not been reflected on MCA
website. The Process is going on
for the same.
6 VIJAY G. DEVNANI The director has been appointed
since 30/05/2001 but since they
have not applied for DIN NO they
are not been reflected on MCA
website, the Process is going on
for the same.
11. DECLARATION OF INDEPENDENT DIRECTORS
The provisions of Section 149 pertaining to the appointment of
Independent Directors apply to our Company. The Company has not made
appoint of Independent Director on the Board.
12. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
The Audit Committee consists of the following members;
a. K.D MULCHANDANI -CHAIRMAN
b. S.C.OBEROI -MEMBER
c. SUSHILA RUPANl - MEMBER
Details of meeting held:
Sr.No. Date of Meeting
The Composition of Audit Committee doesn''t comply as per Section 177 of
the Companies Act, 2013
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
13. DISCLOSURE OF COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee consists of the following
a. S.C.OBEROI -CHAIRMAN
b. SUSHILA RUPANI- MEMBER
c. LALIT CHOUHAN - MEMBER
The Composition of Nomination & Remuneration Committee doesn''t comply
as per Section 178 (1) of the Companies Act, 2013.
14. DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee consists of the following
a. SUSHILARUPANI - CHAIRMAN
b. LALIT CHOUHAN - MEMBER
The Composition of Stakeholders Relationship Committee doesn''t comply
as per Section 178 (5) of the Companies Act, 2013.
15. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee is applicable to the Company but the Company
has not devised any policy relating to appointment of Directors,
payment of Managerial remuneration, Directors qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013.
16. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has not set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress
complaints received regarding sexual harassment.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
19. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
An amount of Rs. 1088210/- is proposed to be transferred to General
Reserve as per the existing provisions of the Companies Act, 2013 and
rules made thereunder.
20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
Conservation Of Energy Technology Absorption ,FOREIGN EXCHANGE EARNINGS
AND OUTGO *
The information pertaining to conservation of energy, technology
absorption foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act; 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure A -
22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATION IN FUTURE
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations; Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required.,
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCQ.NTRQLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES,2014
The Company is in the process to set up an adequate Internal financial
control system, commensurate with the size of its business operations.
25. PARTICULARS....of CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
Details of each of the related party transaction entered into by the
company during the Year together with justification are annexed
herewith in FormAOC-2 as Annexure B.
26. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92.
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure C
The Directors wish to place on record their appreciation to the
wholehearted help and co-operation the Company has received from the
business associates, partners, vendors, clients; government
authorities,-and bankers of the Company-
The Company also wishes to put on record the appreciation of the work
done by the staff. Your Directors appreciate and value the trust
imposed upon them by the members of the Company;
By order of the Board
For IND AGIV COMMERCE LIMITED
Mr. S.C. Oberoi Mr. K. D. Mulchandani
Place: Mumbai. Director Director
Date: 4th September, 2015 (DIN: 01996178) (DIN: 02582500)