| The Directors have pleasure in presenting the Annual Report together
with Audited Statement of Accounts for the financial year ended on
March 31, 2015.
FINANCIAL RESULTS:
Particulars Current Year Previous Year
March 31, 2015 March 31,2014
Total Revenue 28,80,000 23,16,000
Total Expenditure 19,73,000 20,65,000
Earnings before exceptional and
extraordinary items and tax 9,07,000 2,51,000
Earnings before extraordinary items and tax 9.07,000 2 51 000
Earnings before tax 9,07,000 2,51,000
Tax expenses 54,000 171,000
Earnings/(loss) from Discontinuing operations
(after tax) 276,000 79,000
OPERATIONAL REVIEW
The Net Profit of your company for the Current Financial Year 2014-15
is Rs.276,000
RESERVES
The company has transferred Rs. 276,000/- of profit to the reserves
DIVIDEND
In view of the Nominal Profit incurred during the financial year
2014-15, the Directors have not recommended any dividend for the year
under review.
FIXED DEPOSIT
The company has not accepted any fixed deposit within the meaning of
Section 73 of the Companies Act, 2013 and the rules made there under.
DIRECTORS
The Board of Directors in its meeting held on 3rd September, 2015
subject to approval of shareholders in ensuing Annual General Meeting
has approved the proposal for re-appointment of Mr. Sandeep Daga, the
Non Executive Independent Director and Mr. Naveen Kumar Banthia, the
Non Executive Independent Director of the company, with effect from
30th September 2015 A brief resume of such Directors is given further
in the Annual Report.
AUDIT COMMITTEE
The audit committee presently has 4 directors as members viz. Mr.
Sandeep Daga, Mr. Gaurav Kumar Bhandari, Mr. Kirty Kumar A. Shah and
Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other
members of the audit committee are non-executive independent directors.
Mr. Sandeep Daga is the Chairman of the Audit Committee. The role,
terms of reference, the authority and power of the Audit Committee are
in conformity with the requirements of the Companies Act, 2013 and
Clause 49 of the listing agreement. More details of the audit committee
are provided in the report on Corporate Governance attached to this
annual report.
AUDITORS
M/S. T. Srinivasa & Co, Chartered Accountants, Bangalore, the statutory
Auditors of the Company Retire at the ensuing Annual General Meeting
and have Confirmed their eligibility under the provision of the
Companies Act 2013 and their willingness to accept office, if re-
appointment..
AUDITORS' REPORT
There are no qualifications observed in the auditor's report for the
Financial Year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished to this report.
A. CONSERVATION OF ENERGY
The operations of your company are not energy-intensive. However,
significant measures are taken to reduce energy consumption by using
energy-efficient computers and by the purchase of energy-efficient
equipment. Your company constantly evaluates new technologies and
invests to make its infrastructure more energy-efficient.
B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION.
This is not applicable to your company as the company is into real
estate business.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign Exchange earning and outgo for the financial year is as
follow:
a) Total foreign exchange earning : NIL
b) Total foreign exchange outgo : NIL
CORPORATE GOVERNANCE
Your company has incorporated appropriate standards for good corporate
governance and shall aim at exhibiting maximum transparency and
adequacy of reports /information provided under mandatory provisions or
otherwise. Pursuant to Clause 49 of the listing agreement a detailed
report on Corporate Governance is produced as a part of the Annual
Report which is further certified by the statutory auditor of the
company.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were drawing emoluments more than
what has been specified under Section 134 of the Companies Act, 2013 a
part of our report attached herewith.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss
of the company for that period;
c) 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;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the Company being unlisted, sub clause (e) of section 134(3) of the
Companies Act, 2013 pertaining to laying down internal financial
controls is not applicable to the Company; 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.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The Ministry of Corporate Affairs (MCA) has recently taken a green
initiative in Corporate Governance by allowing paperless compliances by
the Companies and permitted the service of Annual Reports and documents
to the shareholders through electronic mode subject to certain
conditions. Your Company appreciates the initiative taken by MCA as it
strongly believes in a green environment. This initiative also helps in
prompt receipt of communication, apart from avoiding losses / delays in
postal transit. The Notice of Annual General Meeting, Annual Report and
all communications hitherto will be sent to the members in electronic
form at the e-mail address provided by them to the depositories or
Registrars & Transfer Agents of the Company. The same will be sent by
post physically to the Members, whose e-mail addresses are not
available. Members can also have access to the documents through the
Company's website. The documents will also be available to the members
for inspection at the Registered Office of the Company during the
office hours. Members are also entitled to be furnished with copies of
the abovementioned documents, free of cost, upon receipt of
requisition, at any point of time.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude for the valuable
guidance and support given by Government of India, State Government
departments, Financial Institutions, Banks, and various stake holders,
such as, shareholders, customers, suppliers etc. Your Directors also
commend the continuing commitment and dedication of the employees at
all levels which has been critical for the Company's growth. The
Directors look forward to their continued support in future.
For and on behalf of the Board
Place: Bangalore Bharat Kumar Bhandari
Date : 03.09.2015 Managing Director |