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श्याम सॉफ्टवेयर इंडस्ट्रीज निदेशकों की रिपोर्ट, श्याम सॉफ्टवेयर इंडस्ट्रीज निर्देशकों द्वारा रिपोर्ट

श्याम सॉफ्टवेयर इंडस्ट्रीज

बीएसई: 531598  |  NSE: N.A  |  ISIN: INE301B01020  |  Computers - Software Medium & Small

खोजें श्याम सॉफ्टवेयर इंडस्ट्रीज कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors have the pleasure of presenting their 20th ANNUAL REPORT
 on the business and operations of the Company together with the Audited
 Statement of Account for the Financial Year ended on 31st March, 2015.
 
 1.  FINANCIAL RESULTS: (Amount in lacs)
 
 
 Particulars                                 Year ending  Year ending
                                                 on          on
                                            31st March,   31st March,
                                              2015          2014
 
 Total Income                               1353.73          1545.10
 
 Total Expenditure                          1295.66          1460.87
 
 Gross Profit/(loss)                          58.07            84.23
 
 Less : Depreciation                          26.77            21.51
 
       Provision for taxation                  1.34             1.82
 
       Extra Ordinary Items                       -                -
 
       Tax Expense                            10.74            19.94
 
 Adjustment for earlier years                     -                -
 
 Profit/(loss) After Tax                      19.22            40.95
 
 2.  OPERATIONAL REVIEW:
 
 The Company is engaged in the business of Bread and Bakery products.
 Your Company is getting excellence in developing its own products and
 presently such development is in the bakery related items like toast,
 khari and biscuits under the brand name of WOODOO and also exploring
 the opportunity to enter into new territory. The details of such
 developments will be informed to you from time to time.
 
 3.  DIVIDEND:
 
 To conserve the resources for the future requirement of the company,
 your directors have not recommended any dividend for the year.
 
 4.  DEPOSITS:
 
 The Company has not accepted or renewed any amount falling within the
 purview of provisions of section 73 of the Companies Act, 2013 (the
 act) read with the Companies (Acceptance of Deposit) Rules, 2014
 during the period under review. Hence, the requirement for furnishing
 the details of deposits which are not in compliance with chapter V of
 the act is not applicable.
 
 5.  MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
 POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR
 TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate on the date of this report.
 
 6.  SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 The Company does not have any Subsidiary, Joint venture or Associate
 Company.
 
 7.  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.
 
 8.  AUDITORS
 
 a) Statutory Auditors
 
 M/s B. S Rajput & Associates, Chartered Accountants, was appointed as
 Statutory Auditors for a period of 4 year(s) in the Annual General
 Meeting held on30th September, 2014. Their continuance of appointment
 and payment of remuneration are to be confirmed and approved in the
 ensuing Annual General Meeting.
 
 The Company has received a certificate from the above Auditors to the
 effect that if they are reappointed, it would be in accordance with the
 provisions of Section 141 of the Companies Act, 2013.
 
 The notes and remarks of Auditors'' are self-explanatory and therefore
 do not require any further clarification.
 
 b) Cost Auditors
 
 The Company has not appointed the Cost Auditor as pursuant to Section
 148 of the Companies Act, 2013 read with the Companies (Cost Records
 and Audit) Amendment Rules, 2014, the cost audit is not applicable to
 the Company.
 
 c) Secretarial Auditors
 
 Provisions of Section 204 read with Section 134(3) of the Companies
 Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
 Company Secretary. CS Gaurang Shah, Practicising Company Secretary had
 been appointed to issue Secretarial Audit Report for the period ended
 on 31st March,2015.
 
 Secretarial Audit Report issued by CS Gaurang Shah, Company Secretary
 in Form MR-3 for the period under review forms part of this
 report,attached and marked as Annexure B, for the period under review
 forms part of this report. The said report contains observation or
 qualification relating to the appointment of Company Secretary and CFO.
 
 The Board of Directors of your Company would like to explain on the
 said observation that your Company took all reasonable steps to do such
 appointments, but it failed to attract right candidates for such post.
 The Board of your Company has appointed Mr. Jay P. Verma as its CFO
 w.e.f. 30/05/2015 and continues its efforts to search right candidate
 for the post of Company Secretary and will appoint the Company
 Secretary as soon as possible.
 
 9.  DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
 
 The Internal Financial Controls with reference to financial statements
 as designed and implemented by the Company are adequate. During the
 period under review, no material or serious observation has been
 received from the Internal Auditors of the Company for inefficiency or
 inadequacy of such controls.
 
 10.  DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
 
 No orders have been passed by any Regulator or Court or Tribunal which
 can have impact on the going concern status and the Company''s
 operations in future.
 
 11.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
 
 The company has given loans or guarantees covered under the provisions
 of section 186 of the Companies Act, 2013. The details of the loans,
 guarantees given and investments made by company are given in the
 financial statement of the Company (Please refer Note No. 9 and 11 of
 the financial statements).
 
 12.  PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 
 All related party transactions which were entered into during the
 financial year were on an arm''s length basis and in the ordinary course
 of business.
 
 There are no materially significant related party transactions made by
 the Company with Promoters, Directors, Key Managerial Personnel or
 other designated persons which may have a potential conflict with the
 interest of the Company at large.
 
 13.  PARTICULARS REGARDING EMPLOYEES
 
 The information required pursuant to Section 197 read with Rule 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 in respect of employees of the Company, forms part of this
 report as ''Annexure C. However, as permitted in terms of Section 136 of
 the Act, this Annual Report is being sent to all the members and others
 entitled thereto, excluding the said annexure. Members who are
 interested in obtaining these particulars may write to the Company
 Secretary at the Registered Office of the Company. The aforesaid
 annexure is also available for inspection by members at the Registered
 Office of the Company, 21 days before the 84th Annual General Meeting
 and upto the date of Annual General Meeting during business hours on
 working days.
 
 14.  PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO:
 
 A.  CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
 
 The details as required under Section 134 (3) (m) of the Companies Act,
 2013, in respect of Conservation of Energy, Technology Absorption are
 not applicable.
 
 B.  FOREIGN EXCHANGE EARING & OUTGO :
 
 Foreign Exchange Earning : NIL Foreign Exchange Outgo : NIL
 
 15.  DIRECTORS
 
 i.  Appointment and Cessation
 
 Mr. Arvind Thakkar (DIN: 00966889) resigned from the Board of directors
 of the Company w.e.f. 17th October, 2014.The Board has noted his
 contribution as Director of the Company during his tenure on the Board
 of the Company.
 
 However, during the year, the Board again inducted him on the Board of
 Directors of the Company w.e.f. 14th November, 2014 as an additional
 director under the category of Independent Director.
 
 Further, Mrs. Priti Wadhwani (DIN: 03230600) has been appointed as an
 Additional Director on 06/04/2015 who shall hold office upto the
 ensuring Annual General Meeting.
 
 ii.  Retirement by rotation
 
 In accordance with the provisions of section 152[6] of the Act and in
 terms of Articles of Association of the Company, Mr. Sharad Khandelwal
 (DIN: 03447732) retires at this Annual General Meeting and being
 eligible offer themselves for re- appointment. The Board recommends his
 reappointment.
 
 iii. Independent Directors
 
 Mr. SANJAY MANGAL (DIN: 05355390) is the existing Independent Director.
 The Company proposes to appoint him as Independent Director under
 Section 149 of the Companies Act, 2013, for a period of five
 consecutive years from the date of this Annual General Meeting. In
 accordance with the provisions of the Act, none of the Independent
 Directors are liable to retire by rotation.
 
 He has submitted his disclosure to the Board that he fulfills all the
 requirements as stipulated in Section 149(6) of the Companies Act, 2013
 so as to qualify himself to be appointed as Independent Director under
 the provisions of the Companies Act, 2013 and the relevant rules.
 
 iv.  Number of Board Meetings conducted during the year under review
 
 The Company had 8 Board meetings on 30/05/2014, 13/08/2014, 26/08/2014,
 17/10/2014, 14/11/2014, 11/12/2014, 13/02/2015 and 20/03/2015 during
 the financial year under review.
 
 16.  BOARD EVALUATION:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an evaluation of its
 own performance, the directors individually as well as the evaluation
 of the working of its Audit, Appointment & Remuneration Committees. The
 manner in which the evaluation has been carried out has been explained
 in the Corporate Governance Report.
 
 17.  DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 In terms of Section 134 (5) of the Companies Act, 2013, the Board
 hereby submits its responsibility Statement:
 
 i.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 ii.  The directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 the year under review;
 
 iii. The directors had 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;
 
 iv.  The directors had 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 system to ensure compliance with
 the provisions of all applicable laws and that such system were
 adequate and operating effectively.
 
 18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
 
 The Audit Committee of Directors was re-constituted on 14.11.2014
 pursuant to the provisions of Section 177 of the Companies Act, 2013.
 The composition of the Audit Committee is in conformity with the
 provisions of the said section.
 
 As on the date of this Report, the Audit Committee comprises:-
 
 A. Mr. Arvind Thakkar
 
 B.  Mr. Sanjay Mangal
 
 C.  Mr. Amit Khaksa
 
 The above composition of the Audit Committee consists of independent
 Directors viz., Mr. Arvind Thakkar and Mr.  Sanjay Mangal who form the
 majority.
 
 The scope and terms of reference of the Audit Committee have been
 amended in accordance with the Act and the Listing Agreement entered
 into with the Stock Exchanges. During the period under review, the
 Board of Directors of the Company had accepted all the recommendations
 of the Committee.
 
 19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
 
 The Company has established vigil mechanism and framed whistle blower
 policy for Directors and employees to report concerns about unethical
 behaviour, actual or suspected fraud or violation of Company''s Code of
 Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the
 website of the company at www.nimbusfoods.in
 
 20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
 MANAGEMENT POLICY OF THE COMPANY
 
 The Company does not have any Risk Management Policy as the elements of
 risk threatening the Company''s existence are very minimal.
 
 21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 22. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
 REMUNERATION AND DISCHARGE OF THEIR DUTIES
 
 The Company''s Policy relating to appointment of Directors, payment of
 Managerial remuneration, Directors'' qualifications, positive
 attributes, independence of Directors and other related matters as
 provided under Section 178(3) of the Companies Act, 2013 is furnished
 in Corporate Governance Report forming part of the Annual Report.
 
 23. CORPORATE GOVERNANCE:
 
 The Company has complied with the Corporate Governance requirements
 under the Act and as stipulated under clause 49 of the Listing
 Agreement. A separate section on detailed report on the Corporate
 Governance practices followed by the Company under the Listing
 Agreement along with a certificate from M/s. B. S Rajput & Associates,
 Auditor of the Company confirming the compliance, is part of the Annual
 Report.
 
 24. ACKNOWLEDGEMENTS
 
 Your Directors place on record their sincere thanks to bankers,
 business associates, consultants, and various Government Authorities
 for their continued support extended to your Companies activities
 during the year under review. Your Directors also acknowledges
 gratefully the shareholders for their support and confidence reposed on
 your Company.
 
                                          For and on behalf of the Board
 
                                                           Sanjay Mangal
 Place : Ahmedabad                                              Chairman
 Date :14/08/2015                                        (DIN: 05355390)
 
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `439 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `11 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `2522 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `2269 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `438 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `482 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शन में `210 Cr की बिकवाली
  • PETROL/DIESEL PRICE UPDATE : 15 दिनों में पेट्रोल 2.25/ltr सस्ता हुआ
  • PETROL/DIESEL PRICE UPDATE : 15 दिनों में डीजल 2.60/ltr सस्ता हुआ
  • JEFFERIES ON HDFC : BUY रेटिंग, लक्ष्य बढ़ाकर `2,745/Sh

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