DIRECTORS' REPORT To The Members, Your Directors present the Twentieth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March, 2014. Performance: During the year under review, your Company has not carried out any operation. The Company has incurred a loss of Rs. 13.48 crores compared to Rs. 1.38 for the previous financial year. Dividend: Your Directors do not recommend final dividend for the Financial Year 2013-14. Directors: In accordance with the provisions of Companies Act, 2013, and Articles of Association of the Company, Mr. Rushabh Shah, Managing Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board of Directors recommends his re-appointment. It is proposed to appoint Mr. Sadanand Kotnis and Ms. Kavita Jamsutkar as Independent Directors under the provisions of revised clause 49 of Listing Agreement and they also meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them, in the ensuing Annual General Meeting, as Independent Director in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and respective resolutions for the appointment of independent director to this effect are incorporated in the Notice of the ensuing Annual General Meeting. Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from one of the members of the Company, signifying his intention to propose the candidatures of the said two Directors for the offices of Independent Directors of the Company, respectively. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of director by rotation shall not be applicable to appointment of Independent Directors. Directors' Responsibility Statement: Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: - in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departures were found; - the Directors 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 as at 31st March, 2014 and of the loss of the Company for the year; - the Directors have 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 annual accounts for the year ended 31st March, 2014 have been prepared on going concern basis. Public Deposits: The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956. Auditors: M/s. K. S. Subramanyam & Co., Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue in the said office. Auditors' Report: As regards observations of the Auditors for nonpayment of certain Statutory Dues and default in payment of dues to financial institutions / banks, the Board of Directors would like to state that the Company has not carried out any operations during the year under review. Hence, due to non availability of liquidity the said dues have been remained unpaid. Necessary steps have been taken to revive the Company in current financial year. Corporate Governance: A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report. Particulars of Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and outgo: During the year under the review, your Company has neither undertaken any manufacturing activity nor any Research & Development activities nor imported any technology. Hence, particulars regarding conservation of energy & technology are not furnished. The Company has neither earned nor expended any amount in foreign exchange during the year under review. Particulars of Employees: During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968 and hence, no Particulars of Employees are required to furnish in connection with the said Rules. Acknowledgements: The Board wishes to place on record its sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to thank the employees at all levels for their hard work, commitment and invaluable contribution to the Company's operations. For and on behalf of the Board Sd/- Rushabh Shah Chairman & Managing Director Dated: 1st September, 2014 Place: Mumbai REGISTERED OFFICE :320/7, Siddhivinayak Society, Hingwala Lane, Pant Nagar, Ghatkopar (East), Mumbai- 400075. Phone: 022-25012768 Email: aadi.industries@hotmail.com |