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IND-AGIV Commerce Ltd.

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IND-AGIV Commerce is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, 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 given hereunder: Amount in Lakhs Particulars 2014-15 2013-14 Rs. Rs. Total Income 606.04 753.58 Profit before tax 16.48 6.03 Profit /(Loss) after tax 10.88 5.13 Profit/(Loss) b/f 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 current year. 3. DIVIDEND: 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 irregularities; 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 1. 15/05/2014 2. 30/05/2014 3. 14/08/2014 4. 13/11/2014 5. 14/02/2015 The composition of Board of Directors as at 31st March 2015 is as under: Sr. Name of the Director Designation Appointed On No 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 No 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 MECHANISM 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 2. 30/05/2014 3. 14/08/2014 4. 13/11/2014 5. 14/02/2015 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 members; 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 members; 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, 2014. 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 applicable. 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 MANAGEMENT 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 27. ACKNOWLEDGEMENTS: 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)

Director’s Report