The Directors have great pleasure in presenting the Annual Report
together with the Audited Statement of Annual Accounts for the Year
ended 31st March, 2015.
FINANCIAL RESULTS: (Rupees in lakhs)
income from Operation 326.51 315.60
Expenditure 292.71 290.31
Gross Profit after Interest 33.80 25.29
But before Depreciation and Tax
Less: Depreciation 19.10 9.70
Profit after Depreciation 14.70 15.59
Provision For Tax 6.62 3.10
Profit available for appropriation 8.08 12.49
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss Account 8.08 12.49
The over all performance for the financial year ended 31st March, 2015
was satisfactory. The profits of company earned during the year
amounted to Rs. 8,08,083/- However, your Directors are confident that
the company will do much better in future and trying its level best to
further improve its performance.
In order to conserve resources for expanding the business, your
Directors have opined not to recommend any dividend for the year
(A) Authorised Share Capital
The Authorised Share Capital of the Company stands at Rs.
160,000,000/-(divided into 16,000,000 Equity shares of Rs.10/- each).
During the year, there has been no change in the Authorised Share
Capital of the Company.
(B) Paid-up Share Capital Equity
The paid up Share Capital of the Company stands at Rs. 30,044,000/-
(divided into 3,004,400 Equity shares of Rs.10/- each). During the
year, there has been no change in the paid up Share Capital of the
MANAGEMENT DISCUSSIONS AND ANALYSIS:
As per clause 49 of the Listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis report is annexed as Annexure-1 to
Your Company has one subsidiary namely Ecopulse Infra Limited as on
March 31,2015 and holds 51% shares (4,84,500) in it. There are no
associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 (Act). There has been no material change in the nature of
the business of the subsidiaries. A separate statement containing the
salient features of the financial statements of the company,s
subsidiary is being provided in Form AOC-1 alongwith financial
statements in terms of Section 129 (3) of the Companies Act, 2013
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.
The Details of the Subsidiary Company are as follows:
Name of the Company Ecopulse Infra Limited
Registered Office C-450, Sector-10, Noida Uttar Pradesh-201301
The company has sold all of its 51 % holding in the subsidiary company
on 22-04-2015 and is no longer a subsidiary effective 22-04-2015.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the consolidated financial
statement pursuant to clause 32 of the listing agreement entered into
with the stock exchange and prepared in accordance with the accounting
standard prescribed by the ICAI in this regard and forms part of the
(A) The ratio of the remuneration of each director to the median
employee,s remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report and is annexed as Annexure - 2
to this Report.
(B) The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule
5 (3) of the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. In terms of Section
136 of the Companies Act, 2013 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be
obtained by the members by writing to the Company.
Retirement benefit in the form of provident fund is a defined
contribution scheme. The contributions to the provident fund are
charged to the statement to the profit and loss for the year when the
contributions are due.
Provision has been made in the accounts for expenses of gratuity.
DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT, 2013,
READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its
operations are not energy intensive. However, adequate measures are
always taken to ensure optimum utilisation and maximum possible saving
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption,
leveraging on the advancements in technology to serve customers better,
manage process efficiently and economically and strengthen control
systems. The Company has maintained a technology friendly environment
for its employees to work in. In keeping with the current trends in the
areas of digital marketing and social media, the Company has
effectively used these avenues in positioning itself in the market
place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
There were no earnings and outgo in foreign exchange during the year
CODES, STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
Your Company has adopted a Code of Conduct for its Board of Directors
and the Senior Management Personnel. The Code requires the Directors
and employees of the Company to act honestly, ethically and with
integrity and in a professional and respectful manner. During the year
under review, the Code of Conduct was revised as per the revised Clause
49 of the Listing Agreement. A declaration by Chairman & Whole Time
Director with regard to compliance with the said code, forms part of
this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading
Practices in accordance with the Model Code of Conduct, as prescribed
under Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992, as amended and has duly complied with the
provisions of the said code. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company
has adopted a Whistle Blower Policy, which provides for a vigil
mechanism that encourages and supports its Directors and employees to
report instances of unethical behaviour, actual or suspected, fraud or
violation of the Company,s Code of Conduct or Ethics Policy. It also
provides for adequate safeguards against victimisation of persons who
use this mechanism and direct access to the Chairman of the Audit
Committee in exceptional cases. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
The Company has in place a Policy on Prevention, Prohibition &
Redressal of Sexual Harassment of Women at Workplace and an Internal
Complaints Committee (ICC) has been constituted thereunder. The primary
objective of the said Policy is to protect the women employees from
sexual harassment at the place of work and also provides for punishment
in case of false and malicious representations.
COMPREHENSIVE RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Comprehensive Risk Management
Policy which covers a formalised Risk Management Structure, alongwith
other aspects of Risk Management i.e. Credit Risk Management,
Operational Risk Management, Market Risk Management and Enterprise Risk
Management. The Risk Management Committee of the Board, on periodic
basis, oversees the risk management systems, processes and minimization
procedures of the Company.
NOMINATION REMUNERATION & EVALUATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a Nomination Remuneration & Evaluation Policy, which,
inter-alia, lays down the criteria for identifying the persons who are
qualified to be appointed as Directors and/or Senior Management
Personnel of the Company, alongwith the criteria for determination of
remuneration of Directors, KMPs and other employees and their
evaluation and includes other matters, as prescribed under the
provisions of Section178 of Companies Act, 2013 and Clause 49 of the
Listing Agreement. The details of the same are provided in Corporate
Governance Report forming part of this Annual Report.
RELATED PARTY TRANSACTION POLICY
Related Party Transaction Policy, as formulated by the Company, defines
the materiality of related party transactions and lays down the
procedures of dealing with Related Party Transactions. The details of
the same are provided in Corporate Governance Report forming part of
this Annual Report.
LISTING OF SECURITIES
The Company,s Shares are listed at The Bombay Stock Exchange Ltd.,
Mumbai. The address of the Stock Exchange is Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai, Maharashtra 400001 .The company has paid listing
fees to The Stock Exchange, Mumbai for the year 2015-2016.
DIRECTORS & KEY MANAGERIAL PERSONNEL
A brief resume of all the Directors, nature of their expertise in
specific functional areas and names of companies in which they hold
directorships, memberships/ chairmanships of Board Committees and their
shareholding in the Company are provided below:
Mr. Kamal Manchanda, age 53 years, is a B. Tech. Graduate and has wide
experience in the field of Real Estate and financial sector. He is also
Director in other Companies viz. Era Resorts Private Limited, Sahil
Securities Private Limited, Brand Realty Private Limited, Tradewell
Portfolios Private Limited, KR Buildtech Private Limited, Geek
Securities(India) Private Limited, Picasso Hospitality Private Limited,
Elite Realty Infratech Private Limited, GSU E Consulting Private
Limited, Indura Finlease Private Limited, Tradexpan (INDIA) Private
Limited, Centre Point Hospitality Management Private Limited, Sahil and
Elite Stock Broking Limited, Repoi Real Estate Services Private
Limited, Realtor Today Private Limted, Elite Landbuild Private Limited,
Elite Realbuild Private Limited, and Ecopulse Infra Limited. He is also
a member of Share Transfer and Investor Grievance Committee and audit
committee of your Company. He holds 12,92,945 Equity Shares in your
Mrs. Aruna Manchanda, age 45 years, is an Arts Graduate and has wide
experience in the field of education and financial sector. She is also
Director in other Companies viz. Sahil Securities Private Limited,
Brand Realty Private Limited, Tradewell Portfolios Private Limited,
Realtor Today Private Limted, Repoi Real Estate Services Private
Limited and Designated Partner in Ohaana Clothing LLP. She is also a
member of Share Transfer and Investor Grievance Committee, Nomination
and Remuneration Committee and Audit Committee of your Company. She
holds 7,55,760 Equity Shares in your Company.
In accordance with the requirements of the Companies Act, 2013 and the
Company,s Articles of Association, She is liable to retire by rotation
in this AGM and being eligible, offered herself for reappointment.
Directors solicit their approval for her reappointment as a director of
the Company Mr. Surendra Kancheti, age 56 years, is a Chartered
Accountant and has wide experience in the field of accounts, financial
market and wealth management. He is Independent director of your
company. He is also a Director in other companies viz. Sri Agencies &
Logistics Private Limited and Wealth Creators Private Limited. He is
also a member of Audit Committee and Nomination and Remuneration
Committee of your Company. He does not hold any share in your Company.
Mr. Nalin Mohan Mathur, age 61 years is a M.A. Post Graduate in
Economics and has wide experience in the field of export management. He
is not a director in any other company. He does not hold any share in
your Company. He is Independent director of your company from 31st July
2013. He is also a member of Audit Committee, Nomination and
Remuneration Committee and Share Transfer and Investor Grievance
Committee of your Company.
During the year under review, Ms. Shilpi Kulshrestha was appointed as
the Company Secretary of the Company with effect from 31st October,
2014 and resigned with effect from 22nd November, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Based on the confirmations received, none of the Directors are
disqualified for being appointed/ reappointed as directors in terms of
Section 164 the Companies Act, 2013 with effect from September 04,
During the year under review, Mr. Kamal Manchanda was designated as the
Key Managerial Personnel of the Company, as per the provisions of
Companies Act, 2013.
During the year under review, the Board of Directors appointed Mr.
Nikhil Agarwal as a Chief Financial Officer effective 22.11.2014 as per
the provisions of Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors would like to inform that the audited accounts containing
the Financial Statements for the year ended 31st March, 2015 are in
conformity with the requirements of the Companies Act, 2013 and they
believe that the financial statements reflect fairly the form and
substance of transactions carried out during the year and reasonably
present the Company,s financial condition and results of operations.
These Financial Statements are audited by M/s. R. Rastogi & Co.,
Chartered Accountants Statutory Auditors of the Company.
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable Accounting Standards had been followed along
with proper explanation relating to material departures,
(b) the directors had selected such Accounting Policies 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 March 31,2015 and of the profit of the Company for
(c) the directors had 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 had prepared the annual financial statements on a
going concern basis;
(e) 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; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
The Company holds at least four Board meetings in a year, one in each
quarter, inter-alia, to review the financial results of the Company.
The Company also holds additional Board Meetings to address its
specific requirements, as and when required. All the decisions and
urgent matters approved by way of circular resolutions are placed and
noted at the subsequent Board meeting. Annual calendar of meetings of
the Board are finalised well before the beginning of the financial year
after seeking concurrence of all the Directors.
During the financial year 2014-15, Twelve (12) Board Meetings were
convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and the Listing
Agreement. The details of the Board meetings held during the year along
with the attendance of the respective Directors thereat are set out in
the Corporate Governance Report forming part of this Annual Report and
annexed as Annexure-3.
INTERNAL AUDIT & INTERNALFINANCIAL CONTROL SYSTEMS
The Company has an Internal Audit Department, headed by a Senior
Management Personnel, Mr. Ankit Kapur Prop. of M/s Kapur & Associates,
Chartered Accountant, was appointed as an Internal Auditor under the
provisions of Section 138 of the Companies Act, 2013 who reports to the
Audit Committee of the Board.
The Internal Audit Department conducts comprehensive audit of
functional areas and operations of the Company to examine the adequacy
of and compliance with policies, procedures, statutory and regulatory
requirements. Significant audit observations and follow up actions
thereon are reported to the Audit Committee. The Audit Committee
reviews adequacy and effectiveness of the Company,s internal control
environment and monitors the implementation of audit recommendations.
The audit function maintains its independence and objectivity while
carrying out assignments. It evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism. The function
also proactively recommends improvement in policies and processes,
suggests streamlining of controls against various risks.
Your Company has laid down set of standards, processes and structure,
which enables it to implement internal financial control across the
Company and ensure that the same are adequate and operating
There was no material change affecting the financial position of the
company between the date of balance sheet and the date of this report,
except for the sale of subsidiary company.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. Parveen Rastogi & Co, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015, is annexed as Annexure - 4 to this report. The said
report, does not contain any qualification, reservation or adverse
remark, and thus do not call for any further comments.
M/s R. Rastogi & Co., Chartered Accountants the Company,s Auditors
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment which, if made, will be in
confirmation with the provisions of Section 139 of Companies Act, 2013
and Rules made thereunder.
AUDITOR,S REPORT AND NOTES ON ACCOUNT
The observations made by the auditors are self explanatory and have
also been further simplified in the notes to accounts.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor,s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company,s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
AUDIT COMMITTEE & OTHER BOARD COMMITTEES
The Company has a duly constituted Audit Committee as per the
provisions of Section 177 of Companies Act, 2013 and Clause 49 of the
Listing Agreement with the stock exchanges. The Board of Directors has
constituted other committees namely - Nomination and Remuneration
Committee, Share Transfer and Investor Grievance Committee and Risk
Management Committee which enables the Board to deal with specific
areas / activities that need a closer review and to have an appropriate
structure to assist in the discharge of their responsibilities. The
details of the composition of the Audit Committee alongwith that of the
other Board committees and their respective terms of reference are
included in the Corporate Governance Report forming part of this Annual
Report. The Audit Committee and other Board Committees meet at regular
intervals and ensure to perform the duties and functions as entrusted
upon them by the Board. The details of the Audit Committee and other
Board Committees are also set out in the Corporate Governance Report
forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions i.e.
transactions of material nature, with its promoters, directors or
senior management or their relatives etc. that may have potential
conflict with the interest of company at large. Transactions entered
with related parties as defined under the Companies Act, 2013 and
Clause 49 of the Listing Agreement during the financial year 2014-15
were mainly in the ordinary course of business and on an arm,s length
Prior approval of the Audit Committee is obtained by the Company before
entering into any related party transaction as per the applicable
provisions of Companies Act, 2013 and Clause 49 of the Listing
Agreement. As per the provisions of Section 188 of the Companies Act
2013, approval of the Board of Directors is also obtained for entering
into Related Party Transactions by the Company. A quarterly update is
also given to the Audit Committee and the Board of Directors on the
related party transactions undertaken by the Company for their review
During the year, the Company has not entered into any material
contract, arrangement or transaction with related parties, as defined
under Clause 49 of the Listing Agreement and Related Party Transaction
Policy of the Company.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company,s website. None of the Directors have any
pecuniary relationships or transactions vis-a-vis the Company.
Your Company has taken adequate measures to ensure that the provision
of Corporate Governance as prescribed under Clause 49 of the Listing
Agreement with Stock Exchange are complied with. A detailed report on
Corporate Governance, alongwith a certificate from Parveen Rastogi &
Co., Company Secretary in whole time practice on its Compliance by the
Company forms part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014,the extract of the Annual Return as at March 31,2015, in
the prescribed form MGT 9, forms part of this report and is annexed as
Annexure - 5.
Your Director,s wish to place on records their gratitude to, the
Companies Customers, Bankers, Shareholders, dealers and suppliers for
their assistance and co-operation and who have helped the company in
its endeavor. The board also places on record its deep appreciation for
the excellent support received from the employees at all level during
By order of the Board of Directors
Aruna Manchanda Kamal Manchanda
Place: Delhi (Director) (Whole time Director)
Dated: 05/09/2015 DIN : 00027965 DIN: 00027889