| Dear members,
The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March, 2015.
THE STATE OF THE COMPANY'S AFFAIRS ARE AS UNDER:
I. FINANCIAL RESULTS:
The Highlights of the Standalone and Consolidated Financial Results of
the Company are summarized as under:
(Rs in Lacs)
STANDALONE
2014-15 2013-14
Gross Revenue 18.93 29.49
Earnings Before Interest, Depreciation 4.80 19.26
&Amortisation & Taxes
Less: Interest and Finance Charges 0.15 0.45
Less: Depreciation 3.80 17.39
Profit before tax 0.84 1.42
Less: Tax Expenses / Differed Taxes (10.48) (4.37)
Profit after tax 11.32 5.79
Profit for the year 11.32 5.79
Paid Up Equity Share Capital 1,015 1,015
II. FINANCIAL PERFORMANCE:
During the year under review your company at Standalone level,
reported Gross Revenue from operations which is stood at Rs.18.93
lakhs compared with Rs.29.49 lakhs in the Previous Year. The Operating
Profit before tax stood at Rs.4.80 lakhs as against Rs.19.26 lakhs in
the Previous Year. The Net Profit for the year stood at Rs.11.32 lakhs
against Rs.5.79 lakhs reported in the Previous Year.
The Consolidated Gross Revenue from operations for FY 2015 was placed
at Rs. 19.44 Lakhs (Previous Year: Rs. 29.49 Lakhs), registering a
decline of 52 %. The Consolidated Operating Profit stood at Rs. 5.11
Lakhs Previous Year Rs. 19.26 Lakhs). The Consolidated Profit after
tax stood at Rs. 11.54 lakhs (Previous Rs 5.79 lakhs).
III. TRANSFER TO RESERVES:
During the year under review, the Company do not proposes to transfer
NIL amount to reserves.
DIVIDEND:
In order to conserve the resources of the company, the Directors do
not recommend any dividend for the Financial Year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since your Company and their subsidiary does not own any manufacturing
facility, the requirement pertaining to disclosure of particulars
relating to conservation of energy, research and development and
technology absorption, as prescribed under the Companies (Disclosure
of particulars in the report of Board of Directors) Rules 1988 are not
applicable. The Foreign exchange earnings and expenditure of the
Company during the year under review were Rs. NIL.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors
confirm that -
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 end of the profit 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 directors, had laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and were operating effectively.
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.
CHANGE IN REGISTERED OFFICE:
During the year under review, the company's registered office was
shifted From BlockNo.19, Yashwantrao Chauvhan Sankul, Near Nagarpalika
Hospital, Lonavala, Dist.Pune- 410401 To 403, Kane Plaza, Mind Space,
Off Link Road, Malad (West), Mumbai-400064 w.e.f. 10th May, 2015 for
better administrative and economic control which will reduce overheads
and enable the company to rationalize and streamline its operational
efficiency.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3)
of the Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014 is attached as ANNEXURE-I to this
Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors has met seven times during the financial year
2014-15. Detailed information is given in the Corporate Governance
Report.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent directors have submitted 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).
NOMINATION AND REMUNERATION COMMITTEE:
The Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive
attributes, independence of a director and recommend to the Board a
policy, relating to the remuneration for the directors, key managerial
personnel and other employees has been attached as ANNEXURE-II to this
report.
SECRETARIAL AUDIT REPORT:
The Board has appointed Ms. Monika Thanvi, Practising Company
Secretary, to conduct Secretarial Audit for the financial year ended
31st March, 2015. The Secretarial Audit Report for the financial year
ended 31st March, 2015 is annexed herewith marked as ANNEXURE-III to
this report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AUDITORS
M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the
Company having registration number FRN No.112617W hold the office from
the conclusion of 22nd Annual General Meeting until the conclusion of
the 25th Annual General Meeting and pursuant to Section 139 of the
Companies Act, 2013; the Company hereby places the matter relating to
such appointment for ratification by members at this annual general
meeting. The Company has received a certificate from the statutory
auditors to the effect that their re-appointment, if made, would be
within the limits prescribed. The statutory auditors have also
confirmed that they hold a valid certificate issued by the "Peer
Review Board" of The Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks or
disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their
report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 (1) OF COMPANIES ACT, 2013:
There were no related party transactions (RPTs) entered into by the
Company during the financial year, which attracted the provisions of
section 188 of Companies Act, 2013. There being no 'material'
related party transactions as defined under clause 49 of the Listing
Agreement, there are no details to be disclosed in Form AOC-2 in that
regard.
During the year 2014-15, pursuant to section 177 if the Companies Act,
2013 and clause 49 of the Listing Agreement, all RPTs were placed
before Audit Committee for its prior/omnibus approval.
The policy on RPTs as approved by Board is uploaded on the Company's
website www.hazoormultiproiect.com
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of
Directors of the Company.
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as
Internal Auditors.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
The Chairman of the Board had one-on-one meetings with the Independent
Directors and the Chairman of the Nomination and Remuneration
Committee had one-on-one meetings with the Executive and Non-Executive
Directors. These meetings were intended to obtain Directors' inputs
on effectiveness of Board/Committee processes. The Board considered
and discussed the inputs received from the Directors. Further, the
Independent Directors at their meeting, reviewed the performance of
Board, Chairman of the Board and of Non- Executive Directors.
DIRECTORS:
During the year under review, following changes took place in the
composition of the Board of Directors of the Company:
Appointment/ Re-appointment/ Change in Designation of Director
Appointment
During the year under review, the Board appointed Mr. Ashish Kankani
as Additional Director with effect from 9th August, 2015. Further
Board after approval of Shareholder in Annual General Meeting
confirmed Mr. Ashish Kankani as Independent director to the Board.
Re-appointment
Mr. Vineet Garg, Director of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. The Board recommends his reappointment.
Change in Designation of Director
Mrs. Chanda V. Garg was co-opted as Additional Director on Board
w.e.f. 31st March, 2015 and her term expires at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment.
The Board recommends her appointment as a Director of the Company
liable to retire by rotation.
KEY MANAGERIAL PERSONNEL:
Appointment/Resignation
During the year under review, Mr. Vineet Garg was appointed as a Chief
Financial Officer(CFO) of the Company with effect from 31st March,
2015.
During the year under review, Mr. V.I. Garg was appointed as Managing
Director with effect from 31st March, 2015 for a period of 5 years
w.e.f 1st April, 2015 subject to approval of shareholder in the
forthcoming AGM.
During the year under review Ms. Raina Shah has resigned from the post
of Company Secretary & Compliance Officer w.e.f. 30th September,
2014.Her contribution to the organization and its success will always
be appreciated.
Consequent to resignation of Ms. Raina Shah as Compliance Officer, Mr.
Shrikant Bahera has been appointed as Compliance Officer of the
Company with immediate effect from 30th September, 2014.Furhter Mr.
Shrikant Bahera tendered his Resignation on 31st March, 2015 and his
place Mr. Pradeep Vyas has been appointed as Company Secretary cum
Compliance Officer.
Note: - 1. Mr. Pradeep Vyas was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 1st April, 2015 and resigned
w.e.f. 27thMay, 2015.
2. Mr. Ravi Shelke was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 1st June, 2015.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company has only one subsidiary Aambey Valley Mountains Private
Limited (Formerly Known as Hazoor Aambey Valley Developers Pvt. Ltd.)
was mainly engaged in the business of Real Estate. During the year
under review, there are no companies which has become/ ceased to
become a Subsidiary/ Joint Ventures/ Associate Companies.
The Report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies in Form AOC-1
pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is
attached as ANNEXURE-V to this Report.
* Aambey Valley Mountains Private Limited ceased to be Subsidiary of
the Company w.e.f 30th June, 2015.
DEPOSITS:
The Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no orders passed by the regulator or courts or tribunals
against the Company impacting status as going concern on its
operations.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The details pertaining to adequacy of internal financial controls with
reference to the Financial Statements pursuant to Rule 8 (5) (viii) of
the Companies (Accounts) Rules, 2014 are included in Management
Discussion & Analysis, which forms part of this report.
AUDIT COMMITTEE:
The Audit Committee of the Board pursuant to Section 177(2) of the
Companies Act, 2013and Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014 consist of Three Directors. Out of which two
directors are Independent Directors and constitutes majority.
POLICIES OF THE COMPANY:
Your Company has posted the following documents on its website
www.hazoormultiproject.com:
1. Code of Conduct and Ethics
2. Whistle Blower Policy (Vigil Mechanism)
3. Related Party Transaction Policy
4. Familiarisation Programme for the benefit of the Independent
Directors
5. Nomination and Remuneration Policy
Remuneration
Name of of Director % increase in
Director / /KMP for remuneration in
KMP and Financial the Financial
Sr.No. Designation Year 2014-15 Year 2014-15
V. I. Garg
1 (Managing
Director) Nil Nil
Vineet Garg
(Chief
2 Financial
Officer & Nil Nil
Executive
Director)
Ashish Kankani
3 (Non-Executive,
Independent
Director) Nil Nil
Paresh Sampat
4 (Non-Executive
Independent
Director) Nil Nil
Deenbandhu
Upasani (Non-
5 Executive
Independent
Director) Nil Nil
Mrs. Chanda Garg
6 (Non-Executive
Director) Nil Nil
Ms. Raina Shah*
(Company
7 Secretary &
Compliance 18000 p.m Nil
Officer)
Mr. Pradeep
Vyas **
8 (Company
Secretary & 25000 p.m Nil
Compliance
Officer)
Mr. Ravi
Shelke#
(Company
9 Secretary &
Compliance
Officer) 30000 p.m Nil
Sr.No. Name of Director/ Ratio of
KMP and Designation Remuneration to Comparison of the
each Director/ to Remuneration of
median the KMP against
remuneration of the performance of
employees the Company
1 V.I Garg (Managing Nil
Director)
2 Vineet Garg (Chief Nil
Financial Officer
& Executive Director
3 Ashish Kankani (Non- Nil
Executive Independent
Director)
4 Paresh Sampat (Non- Nil
Executive, Independent
Director
5 Deenbandhu Upasani Nil
(Non- Executive Independent
Director)
6 Mrs. Chanda Garg (Non- Nil
Executive Director)
7 Ms. Raina Shah* Nil Profit Before Tax
(Company Secretary & decreased by 41 %
Compliance Officer) and Profit After Tax
increased by 96 % in
Standalone Financial
Year 2014-15
&
8 Mr. Pradeep Vyas** Nil Profit Before Tax
(Company Secretary & decreased by 19 %
Compliance Officer) and Profit After Tax
increased by 99 % in
9. Mr. Ravi Shelke# Nil Consolidated Financial
(Company Secretary & Year 2014-15
Compliance Officer)
*: Raina Shah, Company Secretary of the Company has been resigned
w.e.f. 30.09.2014.
**: Mr. Pradeep Vyas was appointed as Company Secretary from 1.04.2015
and resigned on 27.05.2015.
#: Ravi Shelke, Company Secretary of the Company has been appointed
w.e.f. 01.06.2015.
ii) The median remuneration of employees of the Company during the
financial year was Rs. 0.87 lakh.
iii) In the financial year, there was an decrease of 34% in the median
remuneration of employees;
iv) There were 5 permanent employees on the rolls of Company as on
March 31, 2015;
v) Relationship between average decrease in remuneration and company
performance:- The Profit before Tax for the financial year ended March
31, 2015 decreased by 41% whereas the decrease in median remuneration
was 34%. The average decrease in median remuneration was in line with
the performance of the Company.
vi) Comparison of Remuneration of the Key Managerial Personnel(s)
against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 84%
from Rs. 0.29 Lakhs in 2013-14 to Rs. 1.84 Lakhs in 2014-15 whereas
the Profit before Tax decreased by 41% to 0.84 Lakhs in 2014-15 (Rs.
1.42 Lakhs in 2013-14).
vii) a) Variations in the market capitalisation of the Company : The
market capitalisation as on March 31, 2015 was Rs. 3.45 Crore (Rs.
1.12 Crore as on March 31, 2014)
b) Price Earnings ratio of the Company was 34 as at March 31, 2015 and
was 44 as at March 31, 2014
c) Percent increase over/ decrease in the market quotations of the
shares of the company as compared to the rate at which the company
came out with the last public offer in the year-
The Company has not come out with an IPO, it was listed pursuant to
the Scheme of Arrangement through the Hon'ble High Court for the
State of Maharashtra Judicature at Bombay, its order dated 28/03/2002
under section 391 and 394of Companies Act, 1956.
viii) Average percentage decrease made in the salaries of employees
other than the managerial personnel in the last 3 Financial year i.e.
2014-15 was 39.83 % whereas No increase or decrease in the managerial
remuneration for the same 3 financial year.
ix) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors
based on the recommendations of the Human Resources, Nomination and
Remuneration Committee as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year - Not Applicable;
and
xi) It is hereby confirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial controls with reference to the financial statements
were adequate and operating effectively
PRESENTATION OF FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2015 have been disclosed as per Schedule III to the Companies Act,
2013.
CONSOLIDATED FINANCIAL STATEMENT
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries and joint venture and as prepared in compliance with the
Companies Act, 2013, Accounting Standards and the Listing Agreement as
prescribed by SEBI.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with stock exchanges, a
separate section titled 'Corporate Governance' has been included
in this Annual Report, alongwith Statutory Auditor's certificate on
its compliance.
ACKNOWLEDGEMENT:
The Board place on record their appreciations of the whole hearted and
sincere co-operation received by the Company during the year from the
employees, customers/ clients, bankers and various Government
authorities at all levels.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MR. V. I. GARG MR.PARESH SAMPAT
MANAGING DIRECTOR NON EXECUTIVE CHAIRMAN
(DIN NO. 00409946) (DIN NO. 00410185)
DATE: 03rd August, 2015
PLACE: Mumbai |