The Directors have pleasure in submitting their 32th ANNUAL REPORT
along with the Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2015.
Current Year Previous Year
Revenue from operations 0 0
Other Income 7,21,038 5,97,640
Total Revenue 7,21,038 5,97,640
Less : Total Expenses
(Excluding 4,01,043 2,52,101
Depreciation & 3,19,995 3,45,539
# (-) Depreciation 55,290 83,722
Profit Before Taxation 264,705 2,61,817
(-) Provision for Taxation
(i) Current Tax 20,800 14,000
(ii) Deferred Tax 4,251 8,036
(iii) Income Tax
Provision earlier year 14,000 15,612
Profit for the year 2,53,654 2,55,393
Gross revenues for the year ended 31st March, 2015 is Rs. 7,21,038/-,
as against Rs. 5,97,640/- in the previous year. Profit before
depreciation and taxation is Rs. 3,19,995/- as against Rs. 3,45,539/-
in the previous year. The net profit of the Company for the year under
review was placed is Rs. 2,53,654/- as against Rs. 2,55,393/- in the
However with the view to conserve the resources of company the
directors are not recommending any dividend.
The paid up equity capital as on March 31, 2015 was Rs.1,04,00,000/-.
During the year under review, the Company has not issued any shares.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the
financial position of the Company between the end of the financial year
of the Company as on March 31, 2015 and the date of this report i.e.
May 31, 2015.
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 and rules made there under.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future.
The Company has in place policy as per the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year, company has no women employees
during the year.
DIRECTOR & KMP
Ms. Poonam Rathi retires by rotation and, being eligible, offers
herself for re-appointment. The Directors recommend Ms. Poonam Rathi
There has three Change in the constitution of Board during the year Ms.
Pankti Chetan Bhansali Appointed as additional director in the Company
and Mr. Rakesh Somani & Mr. Jagdish Mantri has resigned from the
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
DIRECTOR''S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 profit or
loss of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts on a going concern
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
The Company does not have any subsidiary.
A calendar of Meetings is prepared and circulated in advance to the
During the year Five Board Meetings were convened and held and the
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
SN Date of Meeting Board Strength No. of Directors
1. 31/05/2014 6 4
2. 14/08/2014 6 4
3. 03/11/2014 6 4
4. 03/02/2015 6 4
5. 30/03/2015 6 4
RELATED PARTY TRANSACTIONS:
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The detail of the investments made by company is given in the notes to
the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board & to the Chairman & Managing Director.
The Accounts Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies.
Based on the report of internal audit function, corrective action is
taken and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been constituted as per
the section 178(1) of the Companies Act, 2013.
The Company''s Audit Committee has been constituted as per section 177
of the Companies Act, 2013.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company''s Stakeholders Relationship Committee has been constituted
as per section 177 of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company
has constituted a business risk management committee. The details of
the committee and its terms of reference are set out in the corporate
governance report forming part of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
AUDITORS & REPORT thereon
M/s G. S. TOSHNIWAL & ASSOCIATES Chartered Accountants, Mumbai is
appointed as Statutory Auditors for a period of 3 years in the Annual
General Meeting held on 30th September, 2014 Their continuance of
appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors'' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
As per section 138 of the Companies Act, 2013, the Company has
appointed M/s. R. K. Somani & Associates, Chartered Accountants ,
internal auditors for the year to 2015-2016 to conduct the internal
audit and to ensure adequacy of the Internal controls, adherence to
Company''s policies and ensure statutory and other compliance through,
periodical checks and internal audit.
As per Section 148 read with Companies (Audit & Auditors) Rules,
applicable to cost auditors, the company was not liable to appoint Cost
auditors for the financial year 2015-16.
Pursuant to 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 Nimesh Padia & Associates, a
firm of Company Secretaries in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the extract of Annual Return of the Company for the
financial year ended on March 31, 2015 in Form MGT-9 is annexed
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September,
2014 our company fall under exempted category as the paid-up capital
was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.
EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
A) There were no qualifications, reservations or adverse remarks made
by the Auditors in their report.
B) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS ARE AS FOLLOWS:
1) The changes in the composition of the Board of Directors that took
place during the year under review were not carried out in compliance
with the provisions of the Act. However Mr. Rakesh R. Somani and Mr.
Jagdish M. Mantri resigned on 31st March, 2015. Mrs. Pankti Chetan
Bhansali was appointed as Women Director on 31st March, 2015. The
Company has not appointed Company Secretary during the year under
review as required under Section- 203 of the Act and Under Clause 47(a)
of Listing Agreement. Further the Management of Company has declared
and explained that Mr. Daulal Mohta resigned as a Director of the
Company in the year 2003-2004 and in his place appointment of Mr.
Ellath Kandy Surendran was made and in the year 2004-2005 the Company
appointed Mrs. Poonam Prakash Rathi as a Directors, however the Stock
Exchange website does not reflect the aforementioned details.
Explanation:- ) The company''s paid up capital is only Rs. 1.04 Crores
with Bombay Stock Exchange (BSE) listed The Company is enjoying the
services of Practicing Company Secretary (PCS) since last so many years
for observance and compliance as per the Companies Act, 2013 & SEBI.
The Companies Act, 2013 mandates the appointment and the Company is in
the process of finding a suitable one. Resignation of Mr. Daulal Mohta
& Appointment of Ellath Kandy Surendran intimation to stock exchange
submitted on 19th May, 2003 & Ms. Poonam Prakash Rathi intimation to
stock exchange submitted on 16th February, 2005
2) As per the explanation and documents provided by the Company, the
Company filed all documents However, no updates were found for the
Board Meeting held on 31st May, 2014 Further the company has not
provided E-voting facility.
Explanation:- The Company has informed by vide letter dated 21st May,
2014 to Bombay Stock Exchange Limited (BSE) to to held the Board of
Directors Meeting on 31st May, 2014. & Company Also submit the 6 (six)
copy of Annual Report for the year ended 31st March, 2014 on 29th
April, 2015 with penalties of Rs. 2,52,810/- paid on 29th April, 2015.
The Company have total 225 shareholders out of this 86 shareholders are
in demat form & remaining are in physical mode. However company is
trying to provide e-voting facility to demat shareholders from next
3) In our Review it was found that the Company has not accompanied
Limited review Report with unaudited financial result As per clause 47
of Listing Agreement.
Explanation:- The company has attached Limited Review Report along with
unaudited financial results to Stock Exchange.
PARTICULARS OF EMPLOYEES
Information as per Section read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO
Considering the nature of activities of the company, the Information
relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo are not applicable to the Company.
However, the Company is making all efforts to conserve the same and the
Company''s technology being indigenous, the question of absorption by
the Company does not arise. Also no foreign exchange were earned or
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
Place : Mumbai By Order of the Board
SHOP NO. 276, PRAKASHCHANDRA RATHI POONAM RATHI
DREAMS MALL, Din 01393087 Din. 01274428
L. B. S. MARG, Director Director
MUMBAI - 400078