Mar 31, 2015
The Directors are presenting the 4th Annual Report of your Company and the Audited Financial Statements for the year ended 31st March 2015.
1. FINANCIAL RESULTS:
Particulars For the For the year year ended ended 31.03.2015 31.03.2014 (Rupees) (Rupees)
Revenue from Operations 0 0
Other Income 2420235 1139407
Profit before depreciations & tax 1003774 (2438826)
Less: depreciation 610008 591395
Profit before tax 393766 (3030221)
Provision for taxation (incl. 0 0 deferred tax)
Profit/ (Loss) for the year carried 393766 (3030221) to Balance Sheet
2. HIGHLIGHTS OF PERFORMANCE:
During the year under review, the Company revenue stood at Rs. 24,20,235/- as against Rs. 11,39,407/- in the previous year. The Company has earned a Net profit of Rs. 3,93,766/- as compared to the loss of Rs. 30,30,221/- during the previous accounting year.
To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.
The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.
5. LOANS, GUARANTEE & INVESTMENTS:
Nothing contained in Section 186 of the Companies Act, 2013, except sub-section (1) shall apply to the company, it being engaged mainly in the business of financing. Further the company has not made any investment through more than two layers of investment companies, which is prohibited under sub-section (1).
The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.
7. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board''s Report.
8. INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
During the year under review, in accordance with the provision of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors in their meeting held on 2nd March 2015 has appointed Mr. Kalpesh Kantilal Sanghvi as Chief Financial Officer of the Company (CFO) and Ms. Priya Shah as Company Secretary of the Company w.e.f 1st March 2015. Further, there were no changes in Directors by way of appointment, re-designation, death or disqualification, variation made or withdrawn.
Mr. Jitendra Vakharia (DIN: 00047777), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013
B) Declaration by an Independent Director(s) and re-appointment, if any
All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).
10. RISK MANAGEMENT POLICY:
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.
11. PERFORMANCE EVALUATION OF BOARD:
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 and other Committees. The same is found to be satisfactory
12. BOARD MEETINGS:
During the year under review, the Company has conducted 5 (Five) Board Meetings on 30th May 2014, 8th August 2014, 10th November 2014, 30th January 2015 and 2nd March 2015.
M/s. Poladia & Company, Chartered Accountants, Mumbai having ICAI Firm Registration No. 128274W being eligible offer themselves for re-appointment. If re-appointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration.
14. SECRETARIAL AUDIT
The Board of Directors have appointed M/s. Sanjay Dholakia & Associates, Practising Company Secretaries to conduct Secretarial Audit for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors'' Report as Annexure 2.
15. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR:
There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.
The company is not carrying out any business activity, Therefore no Managing Director/CEO/Manger is appointed, further no explanations to be provided for in this Report.
16. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.
17. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) shall state thatÂ
(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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 at the end of the financial year and of the profit and loss of the company for that period;
(iii) the directors had 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 had prepared the annual accounts on a going concern basis;
(v) the directors, further state that they have 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in form No MGT - 9 is appended as Annexure 3 of the Board''s Report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:
A. Conservation of energy:
(i) the steps taken or impact on conservation of energy;
Energy conservation dictates how efficiently a Company can conduct its operations. The Company recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company''s commitment towards becoming an environment friendly organisation. The Company carry out regular maintenance and development work to save the energy.
(ii) the steps taken by the company for utilising alternate sources of energy;
The Company is using the electricity as main source of its energy requirement and not having/ exploring any alternate source of energy.
(iii) the capital investment on energy conservation equipments;
B. Technology absorption:
During the year your Company has no operations, therefore no technology absorption and research and development
C. Foreign exchange earnings and Outgo:
Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL
20. CORPORATE RESPONSIBILITY STATEMENT (CSR):
The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable as the Company is not falling under the said parameters.
21. NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Director''s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director.
22. AUDIT COMMITTEE:
The Audit Committee comprises of namely Mr. Dinesh Turakhia (Chairman) and Mr. Jitendra Vakharia and Mr. Kamlesh Sanghavi, Directors as other members. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.
23. STAKEHOLDER''S RELATIONSHIP COMMITTEE:
The Stakeholder''s Relationship Committee comprises of Mr. Dinesh P Turakhia, Independent Director acts as the Chairman of the Committee and Mr. Jitendra K. Vakharia, Director and Mr. Kamlesh C. Sanghavi, Director as the members of the Committee. The role of the Committee is to consider and resolve securities holders'' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.
24. SHARE TRANSFER COMMITTEE:
The Share Transfer Committee comprises of Mr. Dinesh P Turakhia, Independent Director acts as the Chairman of the Committee and Mr. Jitendra K. Vakharia, Director and Mr. Kamlesh C. Sanghavi, Director as the members of the Committee. The role of the Committee is to approve/ratify transfer of securities and look into share transmission, rematerialization and dematerialization of shares. The meetings of the Committee are held on periodical basis and the complaints are responded within the time frame provided
25. VIGIL MECHANISM:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.
26. CORPORATE GOVERNANCE:
The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance
27. MANAGERIAL REMUNERATION:
A) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The Company has not paid any remuneration except sitting fees to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished.
B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have Subsidiary/Joint Ventures/Associate Companies.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.
Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.
For and on Behalf of the Board of Directors
Â sd Â Â sd Â JITENDRA K. VAKHARIA VARSHA J. VAKHARIA Director Director
(Din 00047777) (Din 00052361)
Place: Mumbai Date: 30th May 2015
Mar 31, 2014
The Board of Directors present the 3rd Annual Report together with Audited Statement of Accounts for the year ended 31M March, 2014 along with the cash flow statements
1. OPERATIONS AND FINANCIAL RESULTS
Year Ended Year Ended 31/03/2014 31/03/2013 (Rupees) (Rupees)
Other income 1139407 1006997
Exceptional Items 0 0
Profit for the year before depreciations & tax (2438826) 181906
Less:- Depreciation 591395 0
Profit Before Tax (3030221) 181906
Less:-Provision for tax 0 9862
Profit aftertax (3030221) 172044
Profit/(Loss) Carried to Balance Sheet (3030221) 172044
The company is in the process of exploring and identifying projects for conventional & non conventional energy. Till such time the company has continued its investments in shares and securities
Directors do not recommend any dividend for the year due to the losses suffered.
Smt. Varsha J. Vakharia retires by rotation and being eligible, offers herself for reappointment.
M/s. Poladia & Co. Chartered Accountants have given their consent for re-appointment for F. Y. 2014- 2015. Also they have furnished the Certificate to the effect that the if their appointment is made at the ensuing Annual General Meeting the same will be within the limits of Section 139 (1) of the Companies Act, 2013. Read with companies (Audit and Auditors) Rule 2014. Members are requested to re-appoint them and fix their remuneration.
6. COMPLIANCE CERTIFICATE
In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate received from M/s. Sanjay Dholakia & Associates, Practising Company Secretary and is attached to this Report and marked as Annexure I.
7. PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.
8. DIRECTORS RESPONSIBILITY STATEMENT U/S. 211 (3C)
It is hereby confirmed that in respect of Financial Year ended on 31 /03/2014.
a) In the preparation of annual accounts, the applicable accounting standards have been followed.
b) The Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended on 31/03/2014 and of the profit of the company forthat period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the Annual Accounts on a going concern basis.
9. CORPORATE GOVERNANCE
Pursuant to clause 49 of The Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
In view of non-commencement of any commercial project during the year, the company has not attached any particulars of conservation of energy, Technology Absorption, Foreign Earning and out go as required under Section 217(1 )(e) read with companies (Disclosures of particulars in the Report of Board of Directors) Rules, 1988.
The Company has not accepted any Deposits from the Public.
The Directors wish to place on record appreciation for the efforts put in by all the employees and its shareholders.
For and on Behalf of the Board of Directors
Â sd Â Â sd Â
Place:- Mumbai J.K. Vakharia V. J. Vakharia
Date:- 30th May 2014 Director Director
Din:- 00047777 Din:- 00052361
Mar 31, 2012
The Directors are pleased to present herewith their 1st Annual Report with audited accounts for the year ended 31st March, 2012.
1. FINANCIAL RESULTS :
Your Company has been incorporated on 9th September 2011 as wholly owned subsidiary of Everlon Synthetics Ltd., and since there are no operation during the year. No Financial results are declared.
Since there has been no operation during the year, your directors have not recommended any dividend.
M/s. Poladia & Co., Chartered Accountants, Auditor retire at the conclusion of ensuing Annual General Meeting. The Company has received Certificate from Auditor for limit under 224 (I-B) for re-appointment for Financial Year 2012-2013.
Mrs. Varsha J. Vakharia, Director of the Company retire by rotation and being eligible offer herself for re-appointment
5. DIRECTORS RESPONSIBILITY STATEMENT u/s. 217 (2AA)
It is hereby confirmed that in respect of Financial Year ended on 31/03/2012. a) In the preparation of annual accounts, the applicable accounting standards had been followed.
b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year ended on 31/03/2012.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,
d) The Directors have prepared the Annual Accounts on a going concern basis.
6. PARTICULARS OF EMPLOYEES UNDER SECTION 217 :
During the period under review, the Company has not employed any person getting remuneration of Rs.200000/- or more per month if employed for the part of the year Rs.2400000/- or more per annum if employed,
7. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review Company has not carried any production activities and export or import during the year and hence Directors are of opinion that particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo are not applicable.
8. ACKNOWLEDGMENT :
Your Directors deeply acknowledge the trust and confidence reposed in the management by the shareholders.
Place : Mumbai For and on behalf of the Board
Dated: 30/05/2012 Jitendra K. Vakharia