DIRECTORS' REPORT Your Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2016. FINANCIAL HIGHLIGHTS AND OPERATIONS Although no business has been conducted by the Company in this year, we are gearing up to venture into the new line of business of Real Estate and Infrastructure Development very soon. MANAGEMENT DISCUSSION & ANALYSIS The real estate market, although dull at this juncture has a tremendous scope of growth. We as a company plan to venture into this sector to reap operational benefits in the future. i. OPPORTUNITIES AND THREATS The real estate market is open to strategic opportunities but then it is also prone to the ups and downs from time to time. We are entering in this area at a time when the market is undergoing a slowdown. Our asset base would be well placed at this juncture to catch the upside in the coming few years. Also, as management the company is well placed with competent persons to encash the future opportunities while keeping the inherent risks under check. ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE The Company would only be dealing in the real estate business from this year onwards and hence would be reported as one segment. iii. OUTLOOK, RISK AND CONCERNS The main risk in the real estate and infrastructure industry is high cost of construction and variable demand from time to time. The Company feels that with the large asset base available at its disposal and also with competent management, the company would be able to face the FINANCIAL HIGHLIGHTS AND OPERATIONS Although no business has been conducted by the Company in this year, we are gearing up to venture into the new line of business of Real Estate and Infrastructure Development very soon. MANAGEMENT DISCUSSION & ANALYSIS The real estate market, although dull at this juncture has a tremendous scope of growth. We as a company plan to venture into this sector to reap operational benefits in the future. i. OPPORTUNITIES AND THREATS The real estate market is open to strategic opportunities but then it is also prone to the ups and downs from time to time. We are entering in this area at a time when the market is undergoing a slowdown. Our asset base would be well placed at this juncture to catch the upside in the coming few years. Also, as management the company is well placed with competent persons to encash the future opportunities while keeping the inherent risks under check. ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE The Company would only be dealing in the real estate business from this year onwards and hence would be reported as one segment. iii. OUTLOOK, RISK AND CONCERNS The main risk in the real estate and infrastructure industry is high cost of construction and variable demand from time to time. The Company feels that with the large asset base available at its disposal and also with competent management, the company would be able to face the situation better in future. There is an opportunity to accelerate growth in the real estate sector which has remained stagnant for over past few years. iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY There is adequate internal control system in the company through internal audit and regular operational reviews. v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During the year a number of key HR initiatives were taken up to link business objectives with employee performance. The human resources of the Company are adequately motivated to work towards optimal performance. The industrial relations are also cordial. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Regulation 72 of SEBI (LORD) Regulation, 2015 forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation is attached to this report. DIVIDEND Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2015-16. DEPOSITS Your company has not accepted any fixed deposits during the year under review. RISK MANAGEMENT The company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. DIRECTORS & KEY MANAGERIAL PERSON Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for re-appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. AUDITORS At the Annual General Meeting held on May 17th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Fourth Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act 2013, The appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Gautam N Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Companies Act 2013. AUDITORS' REPORT The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2016-17 as required under section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. COMMITTEES OF THE BOARD Currently the Board has five committees: The Audit Committee, the stakeholders' relationship committee, the nomination & remuneration committee, risk Management Committee, & whistle blower committee PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that, i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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, 2016 and of the profits of the company for that period. iii. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records. iv. It has 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 operation efficiently. 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 effectively. TRANSACTIONS WITH RELATED PARTIES During FY2016, the Company entered into transactions with related parties pursuant to approval of the audit committee. The details of such transactions were placed before committee for noting/approval. All related party transactions which were entered into FY 2016 were on an arms-length basis, in ordinary course of business and not material under Clause 49 of the erstwhile listing agreement/Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) and hence did not require member's prior approval under the Companies Act, 2013 and erstwhile listing agreement/ SEBI Listing Regulations, 2015. During FY2016, there were no related party transactions requiring disclosure under Sec 134 of the Companies Act. 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014. Conservation of Energy: The Company has taken necessary measure to achieve economy in consumption of energy. Technology Absorption & Research and Development: The company has employed state-of-the-art technology, wherever applicable. Expenditure on R & D NIL Foreign Exchange Earning and Outgo: Earnings NIL Outgo NIL EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. INSURANCE All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured. ACKNOWLEDGEMENT The employees of TECHINDIA NIRMAN LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review. The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities. For and on behalf of the Board of Directors Satish Kagliwal Managing Director DIN: 00119601 Akash Kagliwal Director DIN: 01691724 30th May 2016 Registered Office: Nath House,Nath Road Aurangabad-431005 |