| Dear members,
The Directors have pleasure in presenting the Thirty First Annual
Report together with the Statement of Accounts for the year ended on
March 31, 2015
FINANCIAL RESULTS:
2014-15 2013-14
Revenue from operations 76,408,889 69,927,723
Other Income 914,418 529,647
Total Revenue 77,323,307 70,457,370
Less:
Depreciation 4,990,340 3,676,139
Interest 47,86,954 41,39,738
PROFIT BEFORE TAX 436,390 (3,243,728)
PROFIT BEFORE TAX
Less: Provision for Taxation
Current Tax - -
Deferred Tax (3,37,076) (9,32,147)
Tax for earlier Years (13,39,624) 27,580
PROFIT AFTER TAX 21,13,090 (2,339,161)
Surplus brought forward 1,32,33,089 11,564,90
from Previous Year
(With a view to conserve the resources, there was no transfer of
profits made to General Reserve)
DIVIDEND
The Board of directors do not recommend any dividend during the
financial year 2014-2015 in view of the meager profit.
OPERATIONS/STATE OF COMPANY'S AFFAIRS
The company has completed the twenty sixth year of operations. During
the year under review, income from operations was Rs. 77,323,307
compared to Rs. 70,457,370 in the previous year. The working results
of the Company shows a net profit of Rs. 2,113,090 as against the net
loss of Rs.23, 39, 161 during the corresponding previous year.
The Company is constructing a large banquet hall facility of 12000 sq
ft at an approximate cost of 300 lakhs at its resort in Silvassa for
the purpose of weddings and conferences.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
5 (Five) meetings of the Board of Directors were held during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Shri. Pravin Vepari (DIN : 00216303), Shri.
Ameet Hariani (DIN: 00087866) and Shri. Vijay Ranjan (DIN: 02346190)
were appointed as Independent Directors at the last Annual General
Meeting of the Company which was held on September 11, 2014.
Shri. Gautam Shewakramani (DIN : 00021181), Director of the Company,
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
Shri. Rahul Shewakramani (DIN: 00021195) was appointed as an Additional
Director of the Company with effect from May 29, 2015. Shri Rahul
Shewakramani is one of the promoters of the Company. He is an MBA from
MIT Salon School of Management and has experience of e- Commerce at
Amazon Company UK Limited, Banking (Royal Bank Canada) and Think Tank
(Gateway House). The resolution seeking approval of the Members for the
appointment of Shri. Rahul Shewakramani has been incorporated in the
notice of the forthcoming annual general meeting of the Company along
with brief detail about him. The Company has received notice under
Section 160 of the Act along with the requisite deposit proposing his
appointment.
During the year Company appointed Shri. Vishamber Shewakramani,
Managing Director also as Chief Financial Officer with effect from 31st
January, 2015 as required under the provisions of Section 203 of the
Act.
DECLARATION FROM INDEPENDENT DIRECTORS
Shri.Pravin Vepari., Shri. Ameet Hariani and Shri. Vijay Ranjan, who
are independent directors, have submitted declarations that each of
them meets the criteria of independence as provided in sub Section (6)
of Section 149 of the Act and there has been no change in the
circumstances which may affect their status as independent director
during the year. In the opinion of the Board, the independent directors
possess appropriate balance of skills, experience and knowledge, as
required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of directors of the Company consists
of the following members
1. Shri. Pravin Vepari
2. Shri. Ameet Hariani
3. Shri. Vijay Ranjan
4. Smt. Nalini Shewakramani
Four meetings of the Committee were held during the financial year.
VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("Vigil Mechanism") for employees including
directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177 (9) of
the Act.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these
standards, the Company encourages its employees who have concerns about
suspected misconduct to come forward and express these concerns without
fear of punishment or unfair treatment. A Vigil (Whistle Blower)
mechanism provides a channel to the employees and Directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or policy. The
mechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and also provide for
direct access to the Managing Director/ Chairman of the Audit Committee
in exceptional cases.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the
Criteria for selection of candidates for appointment as directors,
independent directors, senior management as adopted by the Board of
Directors are placed on the website of the Company and are annexed as
Annexure I & II to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
(ii) they have 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 of the
Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations
* Efficient use and safeguarding of resources
* Compliance with policies, procedures and applicable laws and
regulations and
* Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and
operations against budgets on an ongoing basis.
The internal auditor also regularly reviews the adequacy of internal
financial control system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiary/ joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act, the extract
of annual return is enclosed, which forms part of the directors' report
as Annexure III.
AUDITORS
M/s. Dayal and Lohia, Chartered Accountants, the Auditors of the
company who would retire at the ensuing Annual General Meeting offer
themselves for reappointment. M/s. Dayal and Lohia, Chartered
Accountants, the existing auditors have furnished a certificate,
confirming that if reappointed for the financial year 2015-2016 their
reappointment will be in accordance with Section 139 read with section
141 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh &
Associates, Practising Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the financial year 2014-2015.
The Secretarial Auditors' Report is annexed as Annexure IV.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors' report does not contain any qualifications, reservations
or adverse remarks in their report.
As regards observations of Secretarial Auditors in their report, your
directors have to state that the company is in the process of
identifying and appointing a competent and suitable Company Secretary.
Meanwhile, the company has engaged the professional services of
Practising Company Secretaries to take care of due compliances of the
provisions of the Act.
The company has been compliant of all the provisions of the act and
rules framed thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
(A) CONSERVATION OF ENERGY:
During the year, the Company continued to make efforts to prevent
wasteful electrical consumption. Solar Water Heating System has been
extended and this has helped in saving of energy cost.
(B) TECHNOLOGY ABSORPTION:
The Company does not need any technology for its existing business.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has earned Rs. 2.71 lakhs by way of foreign exchange
earnings from foreign tourists and the outgo of foreign exchange was
NIL.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
particulars of employees are annexed as Annexure V.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL
AUTHORITY
There are no significant or material orders passed by any regulator or
court that would impact the going concern status of the Company and its
future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies
Act, 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and 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.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 and the same forms part of this
report as Annexure VI.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board own performance, Board committees and
individual directors was carried out pursuant to the provisions of the
Act in the following manner:
Sr. Perfor- Perfor- Criteria
No. mance mance
evaluation evaluation
of performed by
1. Each Nomination Attendance, Contribution to
Individual and Remu- the Board and committee
directors neration meetings like preparedness
Committee on the issues to be
discussed, meaningful and
constructive contribution
and guidance provided, key
performance aspects in case
of executive directors etc.
2. Independ- Entire Board Attendance, Contribution to
ent direc- of Directors the Board and committee
tors; excluding meetings like preparedness
the director on the issues to be
who is being discussed, meaningful and
evaluated constructive contribution
and guidance provided, etc.
3. Board, and All directors Board composition and
its commit- structure; effectiveness
tees of Board processes,
information and functioning,
performance of specific
duties and obligations,
timely flow of information
etc.
The assessment of committees
based on the terms of
reference of the committees.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
CORPORATE GOVERNANCE REPORT
As per Sebi circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15,
2014 the revised clause 49 is not mandatory to the Company.
ACKNOWLEDGEMENT
Your Directors convey their gratitude to the Allahabad Bank and every
official of the administration of Dadra And Nagar Haveli and Daman and
Diu for their continued assistance and support. The Directors also wish
to place on record their appreciation of the hard work put in by the
staff, both at Silvassa and Mumbai. The Directors express gratitude to
Company's Customers and Vendors. The Directors are also grateful to
you, the Shareholders for the confidence you continue to repose in the
Company.
For and on behalf of the Board
Mumbai PRAVIN VEPARI
July 25, 2015 Chairman |