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Meglon Infra-Real (India) Directors Report, Meglon Infra Reports by Directors
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Meglon Infra-Real (India)

BSE: 511367|ISIN: INE218B01018|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 1.  INTRODUCTION
 
 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
                                 (2014-15)                (2013-2014)
 
 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
 Sheet
 
 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.
 
 4.  DIVIDEND
 
 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
 proposed ratification.
 
 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
 Annexure IV.
 
 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
 responsibilities.
 
 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
 approved.
 
 9.  DIRECTORS
 
 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
                                        Appointment
 
                             Executive Director
 
 Mr. Chetan Naagraj  Managing Director   25th August, 2009      00800602
        Jain
 
 Mr. Naagraj        Whole time Director  14th August, 2015      02169981
 Ganeshmal Jain       and Chairman
 
                            Independent Directors
 
 Mr. Rakesh Surana     Independent    16th November, 2009       00802876
                        Director
 
 Mrs. Pratibha       Independent      14th August, 2015         07269244
  Chaturvedi            Director
 
 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
 Times.
 
 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
 Act, 2013.
 
 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,
 2014.
 
 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
 applicable.
 
 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
 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.
 
 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
 under review.
 
 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
 MECHANISM
 
 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 majority.
 
 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
 Company''s business.
 
 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.
 
                                                      Sd/-
 
 Place: Nellore Mr.                                Chetan Jain
 
 Date: 29th August, 2015                     (Managing Director & CEO)
 
Source : Dion Global Solutions Limited
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