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Directors Report of Sirohia & Sons Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors of Sirohia & Sons Limited are pleased to present to you the 25th Annual Report, along with the audited accounts, for the financial year ended March 31, 2015.

Financial Performance

The summarized results of your Company are given in the table below:

Particulars Financial Year ended

Standalone 31/03/2015 31/03/2014*

Total Income 50110148.36 114971538.68

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 880137.86 2541558.22

Finance Charges 187155.00 459704.00

Depreciation 88341.00 77753.00

Prior Period Items 79164.00 31077.00

Profit after prior period items 525477.86 1973024.22

Provision for MAT (Net of Deferred Tax) 187144.00 619268.00

Net Proflt/(Loss) 338333.86 1353756.22

*previous year figures have been regrouped/rearranged wherever necessary.

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable. Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

Summary of Operations

During the year, the total income of your Company decreased by 56.41%, from Rs 114,971,538.68 to Rs.50,110,148.36. for FY 2014-15, your Company's profit after tax stood at Rs. 13,53,756.22 vis-a-vis Rs.3,38,333.86 in the previous year.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity share for FY 2014- 15.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 29th September, 2014, M/s. S.Poddar & Co, Chartered Accountants have been appointed Statutory Auditors of the Company till the commencement of next Annual General Meeting, Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S.Poddar & Co. Statutory Auditors, in their audit report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anurag Fatehpuria Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as to this report.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

- In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures:

- 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;

- 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;

- The directors had prepared the annual accounts on a going concern basis; and

- 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.

Particulars of loans, guarantees or investments under Section 186

The Company has not given any loan, guarantee or has not made any investment pursuant to section 186 of the Companies Act, 2013.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

(i) the steps taken or impact on conservation of energy Not Applicable

(ii) the steps taken by the Company for utilizing alternate Not Applicable sources of energy

(iii) the capital investment on energy conservation Not Applicable equipments

(b) Technology absorption

(i) the efforts made towards technology absorption Not Applicable

(ii) the benefits derived like product improvement, cost Not Applicable reduction, product development or import substitution

(iii) in case of imported technology (imported during the last Not Applicable three years reckoned from the beginning of the financial year)-

(a) the details of technology imported Not Applicable

(b) the year of import; Not Applicable

(c) whether the technology been fully absorbed Not Applicable

(d) if not fully absorbed, areas where absorption has not Not Applicable taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

During the year, the no foreign exchange transaction has been made.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board For and on behalf of the Board

Sirohia & Sons Limited Sirohia & Sons Limited

Sd/- Sd/-

(Managing Director) (Director)

Rakesh Sirohia Rajat Sirohia

Date : 28/05/2015 Place : Kolkata

 
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