| Dear Members,
The Directors have pleasure in presenting their 20THAnnual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)
The Board's Report is to be prepared based on the stand alone financial
statements of the company.
(Rs. in lacs)
PARTICULARS 2014-15 2013-14
Income for the year 0 0
Expenditure for the year excluding 0.52 (0.47)
Depreciation and Amortization Exp.
Profit or Loss before Depreciation and (0.52) (0.47)
Amortization Exp-
Less: Depreciation and Amortization Exp. 0 0
Profit or Loss after Depreciation and (0.52) (0.47)
Amortization Exp. But before Tax
Less: Current Tax 0 0
Profit or Loss After Tax (0.52) (0.47)
The Company has not carried any commercial activities during the
financial year 2014-15. The company will try to achieve the
performance in terms of turnover well as profit in next year by making
more initiative in the activities of the company.
2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr.Hemanshu Mehta, Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer them for
reappointment.
During the year, Mr. Hemanshu Mehta, Mr. Akash Desai, Mr. Raj B Jhala,
Mr. AshwinBagdai, Mr. Pradeep Swain, have been appointed as director
of the Company.
Mr. DharmeshSolanki, Mr. PranavSampat&Mr. Akash Desaihave been
appointed as an Independent Directors for term of Five years with
effect from 30th September, 2014. Further, Mrs. VasantiNagda has been
appointed as Women Director with effect from 30th September, 2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section 6 of Section 149 of the
Companies Act, 2013 and under clause 49 of the Listing Agreement which
is hereby enclosed as "Annexure I".
Also, Mr. AshwinBagdai has been appointed Managing Director &Chief
Financial Officer with effect from 14th August, 2014.
3. MEETINGS:
During the year four Board Meetings and four Audit Committee Meetings
were convened and held.The dates on which the said Board meetings were
held:
May 28, 2014, August 14, 2014, November 14, 2014 & February 13, 2015.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
4. COMMITTEES:
The company has several committees which have been established as a
part of best corporate governance practices and are in compliance with
the requirements of the relevant provisions of applicable laws and
statues.
The Board has constituted following Committees.
* Audit Committee
* Nomination and Remuneration Committee
* Stakeholder's Relationship Committee
* Share Transfer Committee
The details with respect to the compositions, powers, roles, terms of
reference etc. of relevant committees are given in detail in the
'Report on Corporate Governance' of the company which forms part of
this Annual Report.
5. EXTRACTS OF ANNUAL RETURN:
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the extracts of
the Annual Return as at March 31, 2015 forms part of this report as
"Annexure II".
6. STATUTORY AUDITORS:
M/s. Praful N. Shah & Co, (Firm Registration No. 108057W), Chartered
Accountants, have been appointed as statutory auditors of the company
at the Annual General Meeting held on September 30, 2014 to hold office
from the conclusion of Annual this General Meeting (AGM)for a
consecutive period of two (2) financial years, subject to ratification
by the shareholders annually. Accordingly, ratification of appointment
of Statutory Auditors is being sought from the members of the company
at the ensuing AGM. In this regard, the Company hasreceived a
certificate from the auditors to the effect that if their appointment
is ratified, it would be in accordance with the provisions ofSection
141 of the Companies Act, 2013.Auditors comments on your company's
accounts for year ended March 31, 2015 are self explanatory in nature
and do not require any explanation as per provisions of Section
134(3)(f) of the Companies Act, 2013.
There were no qualifications, reservation or adverse remark or
disclaimer made by Statutory Auditor in its report.
7. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, your company had
appointed M/s. A. Shah & Associates, Practising Company Secretaries,
Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit
of the company for FY 2014-15. The Report of the Secretarial Auditor
for the FY 2014-15 is annexed to this report as "Annexure III".
Secretarial Auditors have qualified their report to the Members of the
Company & in this connection; theBoard of Directors of the Company has
discussed the same at arm's length and agreed to take the corrective
steps on following Qualifications:
1. Company has not complied with clause 41(III) for all the quarters of
the financial year 2014-15.
2. Company is in part compliance with clause 41 (VI) for financial year
2014- 15.
3. Company is yet to comply with Clause 47(a) of Listing Agreement.
4. Company is not in compliance with Pursuant to Section 203 (1) (ii)
of Company's Act, 2013.
5. Company is yet to comply with Clause 41 (1) (h) with regard to peer
review audit firm.
6. Company is not in compliance with Clause 54 of listing Agreement.
7. Company has not provided notice pursuant to section 91 of Companies
Act, 2013.
8. Company is yet to comply with the section 138 of the Companies Act,
2013 i.e. Internal Auditor needs to be appointed to conduct the
internal audit of the functions and activities of the company.
9. MBP-1 provided by the Directors of the Company is not quantifiable.
10. INTERNAL AUDIT & CONTROLS:
Your company had laid down set of standards, processes and structure
which enables to implement internal financial control across the
organization and ensure that the same are adequate and operating
effectively.
11. 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 Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Clause 49 of the Listing Agreement.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the views
of executive directors and non- executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
12. FIXED DEPOSITS:
Your company has not accepted any fixed deposits from the public within
the provisions of Section 73 to 76 of the Companies Act, 2013. Hence,
the disclosures required as per Rule 8(5)(v)&(vi) of the Companies
(Accounts) Rules, 2014, read with Section 73 to 76 of the Companies
Act, 2013 are not applicable to your Company.
13. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous
process and it is our continuous endeavor to achieve good governance,
by way of a conscious and conscientious effort whereby ensuring the
truth, transparency, accountability and responsibility in all our
dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your
company, as stipulated under Clause 49 of the Listing Agreement is
enclosed as Annexure to this Report. The Report on Corporate Governance
also contains certain disclosures required under Companies Act, 2013.
A certificate from M/s.Praful N. Shah & Co., Chartered Accountants,
conforming compliance to the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement, is annexed to this
Report.
14. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
15. CONSEVATION OF ENERGY & ABSORTION TECHNOLOGY:
(a)Conservation of energy-
(i) the steps taken or impact on conservation of N.A
energy
(ii) the steps taken by the company for utilizing N.A
alternate sources of energy
(iii) the capital investment on energy conservation N.A
equipment's
(b) Technology absorption
(i) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement, N.A
cost reduction, product development or import
substitution
(iii) in case of imported technology (imported during N.A
the last three years reckoned from the beginning
of the financial year)-
(a) the details of technology imported N.A
(b) the year of import; N.A
(c) whether the technology been fully absorbed N.A
(d) if not fully absorbed, areas where absorption N.A
has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and N.A
Development
16. FOREIGN EXCHANGE EARNINGS / OUTGO:-
As the Company has not carried out any activities relating to the
export and import during thefinancial year. There is no foreign
exchange expenses and foreign income during the financialyear.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2014-15 there were no contract and
arrangement done with the related parties. The policy on material
Related Party Transactions and also on dealing with Related Party
Transactions is approved by the Audit Committee and the Board of
Directors. As there is no contractor arrangements entered into by the
Company with related parties therefore, no disclosure referred to
sub-section (1) of section 188 of the Companies Act, 2013 is disclosed
in Form No. AOC-2.
18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g), the Particulars of Loans,
Guarantees or Investments under Section 186, is annexed hereto as
"Annexure IV" and forms part of this Report.
19. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of
Section 197, of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report as "Annexure V".
B. The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not provided as no employees is paid remuneration of Rs. 5 Lac
Per month and Rs. 60 Lacs Per Annum.
20. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration /
Compensation Committee framed a policy on directors' appointment and
remuneration of Directors including criteria for determining
qualification, positive attributes, independence of directors and
remuneration for Directors, Key Managerial Personnel and other
employees. The policy is annexed to this report as "Annexure VII".
21. HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most
significant assets. The Company continues its focus on retention
through employee engagement initiatives and provides a holistic
environment where employees get opportunities to realize their
potential. A number of programs that provide focused people attention
are currently underway. Your Company thrust is on the promotion of
talent internally through job rotation and job enlargement. The
Company's Health and Safety Policy commits to provide a healthy and
safe work environment to all employees.
22. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company
during the year under review.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
As per Clause 49 of listing agreement with the Stock Exchanges, a
separate section on Management Discussion and Analysis outlining the
business of the Company is set out in Annexure forming part of this
Report.
24. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operation in future.
25. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to requirement under 134(3)(c) of the Companies Act, 2013
(Act), Directors, confirm that:
(a) In the preparation of the annual accounts for the year ended on
31st March, 2015, the applicable accounting standards read with
requirement set out under Schedule III to the Act, have been followed
and there are no material departures from the same;
(b) 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 March 31, 2015 and of the profit of the company
for the year ended on that date;
(c) The Directors 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;
(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 that such internal financial controls are
adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
26. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude and sincere
appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation
for the commitment shown by the employees in supporting the Company in
its continued robust performance on all fronts.
PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,
DATE: 14/08/2015 FOR, ATLANTA DEVCON LIMITED
Sd/-
MR. ASHWIN BAGDAI
MANAGING DIRECTOR
(DIN- 03614681) |