The Directors are elated in presenting the 27th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2015.
The Annual report presented to you pertains to financial year ended
31st March, 2015 so the contents within are governed by the relevant
provisions/schedules/rules of the Companies Act, 2013, in compliance
with General Circular No. 08/2014 dated 4 April 2014 issued by the
Ministry of Corporate Affairs.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars Current Previous
Financial Year Financial Year
Net Profit/(Loss)Before (543,258.00) (324,089.00)
Depreciation and Tax
Depreciation 0.00 0.00
Profit /(Loss) before Tax (543,258.00) (324,089.00)
Provision for Tax 0.00 0.00
Profit/ (loss) after Tax (543,258.00) (324 089 00)
Prior Period Adjustments 0.00 0.00
Balance Brought forward 0.00 0.00
Balance carried to Balance 0.00 0.00
3. BUSINESS OVERVIEW
Due to adverse market situations, the Gross Revenue of the Company has
declined from Rs. 1,099,310/- to Rs. 982,960/-. The Company''s policy of
management has provided cushion effect to the adversities of the market
on the performance of Company. The Board of Directors look towards the
future performance with a positive approach.
Due to loss incurred by the operations of the Company and with a view
to conserve the resources, the Board of Directors do not recommend any
dividend for the year ended 31st March, 2015.
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. Ramasamy Koteswara Rao & Co, Chartered Accountants (Firm
Registration Number: 010396S) were appointed as the Statutory Auditors
of the company last year in AGM held on 30th September 2014, for five
consecutive years, subject to ratification at every Annual General
Meeting. Accordingly, their appointment is proposed to be ratified in
the ensuing AGM. They have given their eligibility & consent for the
7. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed
in the Board Meeting held on 14th August, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof. The
Secretarial Auditor''s Report has been annexed to the Board Report under
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the
Auditors in their report.
The explanations made by the Board relating to the qualifications,
reservations, adverse remarks made by the Practicing Company Secretary
in his Secretarial Audit Report are furnished as under:
1. The Company has been inviting the applications for the post of
Company Secretary in whole time employment of the Company by issuing
classifieds in the newspapers. However, the Company has failed to
receive application from a suitable candidate for the aforementioned
2. The Company has been looking forward for appointing the Chief
Financial Officer of the Company during the Financial year 2014-15 but
did not find a suitable candidate who can perform the duties of CFO
responsibly. However, the Company has appointed Mrs. Jyothi Vishal
Malviya as the Chief Financial Officer of the Company.
3. The Company has failed to file the report of annual general meeting
with the Registrar of Companies in e-form MGT-15 due to genuine
oversight on its part. The Board of Directors assure that there was no
mala fide intention behind such non compliance to deceive the interest
of the stakeholders of the Company.
4. The Company has been looking forward for a suitable candidate for
the responsibility of Internal Auditor of the Company but failed to
receive such candidature. The Company assures that the perfect
candidature for the duties of Internal Auditor of the Company shall be
Mr. Dilip Kumar Puri has resigned from the Board of Directors during the
year. Mr. Anand Suvarna resigned from the Board of Directors w.e.f 14th
August, 2015 due to his pre-occupancies.
Mrs. Pratibha Sanjeev Chaturvedi and Mr. Naagraj Ganeshmal Jain were
appointed as additional directors of the Company in the Board meeting
held on 14th August, 2015.
Owing to the aforementioned changes, the Board of Directors as on date
stands as follows:
Name Designation Date of DIN
Mr. Chetan Naagraj Managing Director 25th August, 2009 00800602
Mr. Naagraj Whole time Director 14th August, 2015 02169981
Ganeshmal Jain and Chairman
Mr. Rakesh Surana Independent 16th November, 2009 00802876
Mrs. Pratibha Independent 14th August, 2015 07269244
10. DECLARATION BY THE 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.
11. BOARD MEETINGS
During the financial year under review, the Board of Directors met Five
12. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has devised the 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
13. 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,
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has duly 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.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received: Nil
No of complaints disposed off: Nil
15. 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 have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted the
Statutory Auditors and have 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 31st March, 2015
and of its Loss for the year ended on that date;
c. They have taken proper and sufficient care to the best of their
knowledge and ability 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; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a ''going concern'' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
16. 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
17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
18. 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.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology
absorption are not required to be furnished considering the nature of
activities undertaken by the Company during the year under review.
Further during the year under review, the Company has neither earned nor
used any foreign exchange.
20. 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.
21. 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.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal financial control system,
commensurate with the size of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
24. EXTRACT OF 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 II.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
The Audit Committee consists of the following members;
a. Mr. Rakesh Surana
b. Mrs. Pratibha Chaturvedi
c. Mr. Chetan Jain
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Rakesh Surana and Mrs. Pratibha Chaturvedi who form
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.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper corporate governance is not just a
regulatory compliance nut also a facilitator for enhancement of
stakeholder''s value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for
the co- operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the
Your directors are grateful towards all members for supporting and
sustaining us during the intricate days. We look forward to your
continued support and reiterate that we are determined to ensure that
the plans are successfully implemented.
By Order of the Board of Directors
For Meglon Infra-Real India Ltd.
Place: Nellore Mr. Chetan Jain
Date: 29th August, 2015 (Managing Director & CEO)