DIRECTOR'S REPORT To, The Members, ANUBHAV INDUSTRIAL RESOURCES LIMITED 1. Your Directors have great pleasure in presenting 30th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015 2. DIVIDEND: In Order To Conserve The Resources, Your Directors Do Not Recommend Any Dividend For This Year. 3. DEPOSITS: Your Company did not accept any deposits from the public during the current year. 4. EXTRACT OF ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report. 5. NUMBER OF BOARD MEETINGS OF THE BOARD : Thirteen Meeting of the Board were held during the financial year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report. 6. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures ii) That 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 at the end of the financial year and of the Profit or Loss of the Company for that period. iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the Directors have prepared the Annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating 7. DECLARATION OF INDEPENDENT DIRECTORS: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 8. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE: The Company's Policy on director's appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report. 9. COMMENTS ON AUDITOR'S REPORT: There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. 10. AUDITORS: M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai (Firm Registration No as 110243W) is appointing as Statutory Auditors at the Annual General Meeting held on 30th September, 2014 for the period of (4) years i.e. upto the Annual General Meeting to be held in year 2018 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment. 11. SECRETARIAL AUDITOR & REPORT The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial audit report for the financial year ended 31st March, 2015 is Annexure B. to this Report. Observations and comment in Secretarial audit is self explanatory hence no further explanation by the Board of directors given this report. 12. INTERNAL AUDITORS : As per section 138 of the Companies Act, 2013. The Company has appointed Mr. Nitin Ashok Agrawal, Chartered accountant as a Internal Auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit 13. CORPORATE GOVERNANCE: The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of loans, guarantees and investments have been disclosed in the financial Statement. 15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure C 16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. 17. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE: Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules , 2014 is not applicable to Company. 18. WHISTLE BLOWER POLICY/VIGIL MECHANISM: The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. 19. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is Annexure D to this report. 20. PARTICULARS OF EMPLOYEES: In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office. 21. SUBSIDIARIES: Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable. 22. APPRECIATION: The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company's performance during the year under review. By Order of the Board For ANUBHAV INDUSTRIAL RESOURCES LIMITED Sd/- Mrs. Vidya Mahesh Chalke Managing Director Date: May 30, 2015. Place: Chandigarh |