The Directors have pleasure in presenting their Annual Report of the
Company together with the Audited Accounts for the financial year ended
on 31st March, 2015 for your perusal, consideration and adoption.
State of Affairs of the Company:
Particulars Current Previous
Sales 1242085 2373000
other Income 808853 NIL
Less: Expenditure 2243997 2470990
Profit Before Exceptional, (193059) (97990)
Extraordinary Items & Taxation
Exceptional Items NIL NIL
Extra Ordinary Items NIL NIL
Profit/fLoss) before Taxation (193059) (97990)
Less : Current Tax NIL NIL
Less : Deferred Tax Charge/ NIL NIL
Profit/(Loss) after Tax (193059) (97990)
Profit for the period Amount NIL NIL
carried to Reserve
During the year under review, state of affairs of the company as
compared to the previous year. Your company earned a total income of
Rs.20,50,938/- (Previous Year Rs.23,73,000/-) and a net profit after
tax of Rs.(1,93,059/-) as compared to net profit after tax of
(97,990/-) of previous year.
Your directors do not recommend any dividend for the current year.
Mr. Shiv Shankar Bhootra retires by rotation and being eligible has
offered himself for re-appointment.
Mr. Ashokkumar Mathur, was appointed as additional director and that he
is proposed to be appointed as an independent director for five
consecutive years for a term upto May 30, 2020 as per provisions of
Section 149 and other applicable provisions of the companies act, 2013.
During the period the Board of Directors had appointed Ms. Deepika
Uttamchandani as an Additional Women Director (Independent) of the
Company w.e.f. 31st March , 2015. The Company has received a notice
from a member proposing appointment of Ms. Deepika Uttamchandani as an
Independent Director. The Board recommends passing of the resolution
appointing Deepika Uttamchandani as an Independent Director of the
Company for a period up to March 30, 2020, not liable to retire by
During the year, the non executive director has no pecuniary relation
or transaction with the company.
There is no revision in financial statements or board report u/s 131 of
the Companies Act 2013 made by the company.
PARTICULARS OF THE EMPLOYEES:
In terms of provisions of Section 197 read with Rule, 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, none of the employees are receiving remuneration as mentioned in
the said section.
The information required pursuant to Section 197 read with Rule, 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is Nil.
At the Annual General Meeting held on September 30, 2014, M/s Vishves
A. Shah & Co., Chartered Accountants, were appointed as statutory
auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the calendar year 2019. In terms
of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s
Vishves A. Shah & Co., Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The observations of the Auditors in their Report and Notes Attached to
the Accounts to the Accounts are Self-Explanatory and do not require
any Further Clarifications.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required under
Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3)
of the Companies (Accounts) Rules, 2014, are given in the Annexure-I
attached hereto and forms part of this Report.
EXTRACT OF ANNUAL GENERAL MEETING:
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure IIin the prescribed Form MGT-9, which
forms part of this report.
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. A. Santoki& Associates, Company Secretary in Practice, Ahmedabad
to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is
attached asAnnexure-III to this Report.
Explanation on qualification adverse remark made in Secretarial Audit
Qualification/ Adverse Remark Explanation
BOARD MEETINGS HELD DURING THE YEAR:
During the year nine meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
* To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
* In the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
* For the financial year ended March 31, 2015, such accounting policies
as mentioned in the Notes to the financial statements have been applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company and of the Profit and Loss of the Company for
the year ended March 31, 2015.
* That proper and sufficient care has been taken 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.
* The annual financial statements have been prepared on a going concern
* That proper internal financial controls were followed by the Company
and that such internal financial controls are adequate and were
* That proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. Board Members and Senior Management
Personnel have affirmed Compliance with the Code for the period
2014-15. A separate declaration to this effect is made out in the
Corporate Governance Report.
The Company has adopted code of practices and procedures for fair
disclosures of unpublished price sensitive information and code of
conduct as required under Regulation (8)(1) and Regulation (9)(1) of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The shares of the Company are listed on Bombay Stock Exchange Limited
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
A separate section on Corporate Governance and a Certificate from
Auditors of the company regarding compliance of conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement
together with the Management Discussion and Analysis of the financial
position of the company forms part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT.2013:
During the year ended 31st March, 2015, company has not given any
Loans, Guarantees and/or made any Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
During the year ended 31st March, 2015, company has not entered into
any Contracts and/or arrangements with related parties covered under
section 188 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no any material changes and commitments made between the
financial years that affect the financial position of the company.
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
RISK MANAGEMENT POLICY:
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has formulated and implemented a policy for Prevention of
Sexual Harassment of Women at workplace. During the year under review,
the Company has not received any complaints under the policy.
CORPORATE SOCIAL RESPONSIBILITY:
Company was not required to formulate policy on Corporate Social
Responsibility as your company is not falling with the provisions of
Section 135 of Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
The company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration, Risk Management and Stakeholder Committees. The manner
in which the evaluation has been carried out has been explained in the
Corporate Governance Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company. This Policy inter-alia provides a direct
access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES:
Company has not any subsidiary company/Joint Ventures/Associates.
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
The directors thank the Company''s employees, customers, vendors,
investors and academic institutions for their continuous support. The
directors also thank the government of various countries, government of
India, the governments of various states in India and concerned
government departments / agencies for their co- operation.
The directors appreciate and value the contributions made by every
member of the Saumya Capital Limited.
DATE : 30.05.2015 FOR AND ON BEHALF OF THE BOARD
SHIV SHANKAR BHOOTRA