2014 - 2015 - bseindia.com · 2. to ratify the appointment of auditors and to fix their...

2014 - 2015

ANNUAL REPORT

AZURE EXIM SERVICES LIMITED


ANNUAL REPORT 2014 – 15

Board of Directors

Mr. Dilip Kumar Das Mr. Hari Shankar Prasad Chanau Mr. Shiw Prakash Rajbhar (upto 08.01.2015) Mr. Vishnubhai B. Patel (w.e.f. 24.12.2014) Mrs. Manju B. Maheshwari (w.e.f.(31.03.2015)

Statutory Auditors

K. R. Tiwari & Co. Chartered Accountant, Mumbai

Bankers

AXIS Bank Limited

Share Transfer Agent:

Sharepro Services (India) Pvt. Ltd. 13 AB Samhita Warehousing Complex, II Floor, Sakinaka Telephone Exch. Lane, Off Andheri Kurla Road, Sakinaka, Andheri [E], Mumbai – 400 072

Registered Office: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi – 421302



NOTICE

NOTICE IS HEREBY GIVEN THAT THE 22N D

ANNUAL GENERAL MEETING OF THE

MEMBERS OF THE AZURE EXIM SERVICES LIMITED WILL BE HELD AT

REGISTERED OFFICE AT 461, NANDAN ARCADE, KAP KANERI, OPP. STATE BANK

OF INDIA, ASHOK NAGAR, BHIWANDI – 421 302, MAHARASHTRA ON WEDNESDAY,

30TH

SEPTEMBER, 2015 AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements for the year ended 31st March, 2015 and

reports of the Board of Directors and the Auditors thereon.

2. To ratify the appointment of Auditors and to fix their remuneration and in this regard to consider

and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to Section 139 and all other applicable, if any, of the Companies

Act, 2013 and the rules framed thereunder, as amended from time to time, the Company hereby

ratifies the appointment of M/s. K. R. Tiwari & Co., Chartered Accountants, (FRN 11103W), as

Statutory Auditors of the Company to hold office from the conclusion of this Annual General

Meeting (AGM) till the conclusion of the 23rd

Annual General Meeting on such remuneration as

shall be fixed by the Board of Directors.”

SPECIAL BUSINESS

3. To consider and if thought fit to pass, with or without modification(s), the following resolution as

an Ordinary Resolution:

“RESOLVED THAT subject to the provisions of Section 149, 152 and other applicable

provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under

(including any statutory modification(s) or re-enactment thereof and any rules made there under,

for the time being in force) and pursuant to provisions of Articles of Associations of the Company

and subject to such other approvals as may be required, Mr. Vishnubhai B. Patel (DIN: 05322281)

who was appointed as an Additional Director of the Company by the Board with effect from 24th

December 2014 in terms of Section 161(1) of the Act and whose term of office expires at the

ensuing annual general meeting and in respect of whom the Company has received a notice from

a member in writing under section 160(1) of the Act, proposing his candidature for the office of

Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT Board of Directors be and are hereby authorised to take all the

necessary actions and file all the forms as may be required in this respect."



“RESOLVED THAT subject to the provisions of Section 149, 150, 152 read with Schedule IV

and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules

made there under (including any statutory modification(s) or re-enactment thereof and any rules

made there under, for the time being in force) and Clause 49 of the Listing Agreement and

pursuant to provisions of Articles of Associations of the Company and subject to such other

approvals as may be required, Ms. Manju Maheshwari (DIN:03061384) who was appointed as an

Additional Director (Independent Director) of the Company by the Board with effect from 31st

March, 2015 in terms of Section 161(1) of the Act and whose term of office expires at the ensuing



annual general meeting and in respect of whom the Company has received a notice from a

member in writing under section 160(1) of the Act, proposing her candidature for the office of

Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years i.e. up to 30th March, 2020".


necessary actions and file all the forms as may be required in this regard."



“RESOLVED THAT subject to the provisions of Section 149, 152 and other applicable

provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under


for the time being in force) and Clause 49 of the Listing Agreement and pursuant to provisions of

Articles of Associations of the Company and subject to such other approvals as may be required, Mr. Alnoor Ahmed Surani (DIN:06415380) who was appointed as an Additional Director of the

Company by the Board with effect from 14th August 2015 in terms of Section 161(1) of the Act

and whose term of office expires at the ensuing annual general meeting and in respect of whom

the Company has received a notice from a member in writing under section 160(1) of the Act,

proposing his candidature for the office of Director, be and is hereby appointed as a Director of

the Company liable to retire by rotation.





“RESOLVED THAT subject to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under


for the time being in force) and Clause 49 of the Listing Agreement and pursuant to provisions of

Articles of Associations of the Company and subject to such other approvals as may be required,

Mr. Ahmed Dawoodani Rahemtulla (DIN:06486559) who was appointed as an Additional

Director of the Company by the Board with effect from 14th August 2015 in terms of Section

161(1) of the Act and whose term of office expires at the ensuing annual general meeting and in

respect of whom the Company has received a notice from a member in writing under section

160(1) of the Act, proposing his candidature for the office of Director, be and is hereby appointed

as a Director of the Company liable to retire by rotation.



By order of the Board

For Azure Exim Services Limited

Sd/-

Place: Mumbai Dilip Kumar Das

Date: 14.08.2015 Director

(DIN: 03594093)



NOTES:

I. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE

INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE

COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT

THE REGISTERED OFFICEOF THE COMPANY NOT LESS THAN 48 HOURS

BEFORE THE COMMENCEMENT OF THE MEETING.

II. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in

respect of Special Business as set above to be transacted at the Meeting is annexed hereto

and forms part of this Notice.

III. Corporate Members intending to send their authorized representatives to attend the

Meeting are requested to send a certified true copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the Meeting. IV. The Register of Members and Share Transfer Books of the Company will remain closed from

Tuesday, September 22, 2015 to Wednesday September 30, 2015.

V. Members are requested to intimate changes, if any, immediately to the Company’s

Registrar and Transfer Agents, Sharepro Services (India) Pvt. Ltd., in their registered

address, in case of shares held in physical form and to the respective Depository Participants

in case of shares held in electronic mode.

VI. All documents referred to in the notice are open for inspection at the registered office

of the companies during office hours.

VII. In view of poor financial conditions of the Company your company is not able to provide the

facility of electronic voting.

VIII. As a measure to save the cost, copies, of the annual report will not be distributed at the

Annual General Meeting. Members are therefore requested to bring their copies of the

annual report to the meeting.

IX. Members desirous of obtaining any information concerning the accounts and operations

of the company are requested to send their queries at least seven days before the date of the

Meeting of the company so that the information required may be made available at the

meeting

X. Members are requested to bring the Attendance Slip sent herewith duly filled for attending

the Meeting.

---**---



ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,

2013;

The following explanatory statement sets out in detail all material facts relating to item of Special

Business as mentioned in accompanying Notice convening the AGM of the Company.

ITEM NO.3

The Board had appointed Mr. Vishnubhai B. Patel (DIN: 05322281) as an Additional Director with

effect from 24th December 2014 and in terms of the provisions of Section 161 of the Companies Act,

2013 the term of an Additional Director is only upto the ensuing Annual General Meeting of the

Company. The Company has received a notice in terms of the provisions of the Act from a member

proposing his candidature for the office of the Director of the Company.

Except Mr. Vishnubhai B. Patel none of the Directors and Key Managerial Personnel of the Company

and their relatives are concerned or interested, financial or otherwise, in the resolution set out at item

No. 3.

The Directors, therefore, recommend the Resolution as set out in item no. 3 for the approval of the

Members of the Company.

ITEM NO. 4

Ms. Manju Maheshwari (DIN:03061384) was appointed as an Additional Director by the Board with

effect from 31st March, 2015 pursuant to Section 161 of the Companies Act, 2013, read with Articles

of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act,

2013, Ms. Manju Maheshwari will hold office up to the date of the ensuing AGM. Ms. Manju Maheshwari (DIN:03061384) was appointed as Woman Director (Independent Director) in terms of

the provisions of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. It is

proposed to appoint Ms. Manju Maheshwari as Independent Director under Section 149 of the Act

and Clause 49 of the Listing Agreement for a period of five consecutive years i.e upto 30th March

2020, and she shall not be liable to retire by rotation.

In the opinion of the Board Ms. Manju Maheshwari fulfils the conditions specified in the Act and

rules made thereunder as also under the Listing Agreement for her appointment as Independent

Director of the Company and is Independent of the Management. Further Ms. Manju Maheshwari

(DIN:03061384) is not disqualified from being appointed as Director in terms of Section 164 of the

Act and have given her consent to act as Director.

The Company has received notices in writing from member alongwith the deposit of requisite amount under Section 160 of the Act proposing her candidature for the office of Independent Director of the

Company. The Company has also received declaration from the Director that she meets the criteria of

Independence as prescribed both under sub section (6) of Section 149 of the Act and under Clause 49

of the Listing Agreement with Stock Exchange.

Ms. Manju Bhagchand Maheshwari is interested in the above resolution as appointee as set out in item

no. 4 of the Notice with regard to her appointment.

Copy of the draft letter for appointment of Ms. Manju Bhagchand Maheshwari as an Independent

Director setting out the terms and conditions is available for inspection by members free of cost at the

registered office of the Company at the time specified as above.



The Directors, therefore, recommend the Resolution as set out in item no. 4 for the approval of the


Except as disclosed above none of the Directors, Key Managerial Personnel and their relatives are in

any way, financially or otherwise concerned or interested in this Resolution.

ITEM NO.5

The Board had appointed Mr. Alnoor Ahmed Surani (DIN:06415380) as an Additional Director with

effect from 14th August 2015 and in terms of the provisions of Section 161 of the Companies Act,

2013 the term of an Additional Director is only upto the ensuing Annual General Meeting of the

Company. The Company has received a notice in terms of the provisions of the Act from a member

proposing his candidature for the office of the Director of the Company, liable to retire by rotation.

Except Mr. Alnoor Ahmed Surani, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set

out at Item No.5.

The Directors, therefore, recommend the Resolution as set out in item no.5 for the approval of the


ITEM NO.6

The Board had appointed Mr. Ahmed Dawoodani Rahemtulla (DIN:06486559) as an Additional

Director with effect from 14th August 2015 and in terms of the provisions of Section 161 of the

Companies Act, 2013 the term of an Additional Director is only upto the ensuing Annual General

Meeting of the Company. The Company has received a notice in terms of the provisions of the Act

from a member proposing his candidature for the office of the Director of the Company, liable to

retire by rotation.

Except Mr. Ahmed Dawoodani Rahemtulla none of the Directors and Key Managerial Personnel of

the Company and their relatives are concerned or interested, financial or otherwise, in the resolution

set out at Item No.6.

The Directors, therefore, recommend the Resolution as set out in item no.6 for the approval of the


By order of the Board

For Azure Exim Services Limited

Sd/-

Place: Mumbai Dilip Kumar Das

Date: 14.08.2015 Director

(DIN: 03594093)



Details of Director seeking appointment - reappointment at the forthcoming Annual General

Meeting (Pursuant to Clause 49 of the Listing Agreements entered into with the Stock

Exchanges)

Particulars Mr. Vishnubhai

B. Patel

Ms. Manju B.

Maheshwari

Mr. Alnoor

Ahmed Surani

Mr. Ahmed

Dawoodani

Rahemtulla

Date of Birth and Nationality 19/05/1959

Indian

28/09/1958

Indian

23/09/1994

and Indian

04/04/1965

and Indian

Relationship with other

Directors Interse Nil Nil Nil Nil

Date of Appointment 24/12/2014 31/03/2015 14/08/2015 14/08/2015

No. of Equity Shares held in

the Company NIL NIL NIL NIL

Directorship in other Indian

Public Limited Companies as

on 31.3.2015

one NIL NIL NIL

Chairmanship / Membership of Committees of the

Company as on 31.3.2015

NIL NIL NIL NIL

Chairmanship / Membership

of Committees in other

Indian Public Limited

Companies as on 31.3.2015

NIL NIL NIL NIL

---**--



DIRECTORS’ REPORT

To the Shareholders,

Your Directors take pleasure in presenting the 22nd

Annual Report and the Audited Financial

Statements of the Company for the year ended 31st March 2015.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31st March, 2015 is

summarized below:

(Rs. in Lacs)

Particulars 2014-2015 2013-2014

Sales and other Income 18.26 17.46

Profit / (Loss) before Depreciation and Tax 8.40 1.05

Depreciation 26.74 27.62

Profit / (Loss) Before Tax (18.34) (26.57)

Provision for Tax - -

Provision for Deferred Tax - (4.53)

Prior Year Tax Adjustment - -

Profit / (Loss) After Tax (18.34) (22.04)

STATE OF COMPANY’S AFFAIR:

Your Company has received income of Rs.18.26 lakhs during the year as against Rs.17.46 lakhs in the

previous years from interest on surplus amount invested by the Company further the Company has

incurred loss of Rs.18.34 lakhs as against the loss of Rs.22.04 lakhs in the previous year. Your

Company is not able to achieve the desired level of operations in the current financial year.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies

(Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT – 9 as

required attached herewith as Annexure - A.

DIVIDEND:

Since the Company has suffered loss during the year and in order to conserve the reserves to meet the

needs of business operation, the Board of Directors has decided not to recommend any dividend for

the financial year.

TRANSFER TO RESERVES: Your Company has suffered loss during the financial year and has not transferred any amount to the

reserves maintained by the Company.



MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the company

which have occurred between the end of the financial year of the company to which the financial

statements relate and the date of this report.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:

Your Company does not have any Subsidiary, Associate Company or Joint Venture and therefore the

requirements of sub Section (3) of Section 129 of Companies Act, 2013 will not be applicable to the

Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES

ACT, 2013:

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of

Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish

information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules,

2014.

BOARD OF DIRECTORS

COMPOSITION:

During the year the Board of Company comprises of the following four (4) Directors:

1. Mr. Dilip Kumar Das

2. Mr. Hari Shankar Prasad Chanau

3. Mr. Vishnubhai Patel 4. Ms. Manju Maheshwari

RETIREMENT BY ROTATION:

Due to change in Directorship, none of the directors are liable to retire by rotation.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Shiw Prakash Rajbhar, resigned from the post of Director w.e.f. 8th

January 2015 and Mr. Vishnubhai B. Patel was inducted to the Board and appointed as an additional

director in the Board meeting held on 24th December 2014. The Board proposes to appoint him as a

Director, liable to retire by rotation in the forthcoming Annual General Meeting (AGM), for which

your Company has received the notice under Section 160 of the Companies Act, 2013 proposing his candidature for the post of the Director of the Company.

Ms. Manju B. Maheshwari (DIN: 03061384) joined the Board of your Company and w.e.f. 31st

March, 2015, as Additional Director under category of Independent Director for a period of 5 year.

Now in terms of the provisions of Section 149, 150, 152, 160 read with Schedule IV and other

applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and

Qualification of Director) Rules, 2014, it is proposed to appoint her as an Independent Director of the Company to hold the office for a term of 5 (five) consecutive years upto 30th March, 2020. The brief

resume of the aforesaid Directors and other information have been given in the notice of the AGM.

The Company has received declaration under Section 149 (6) of the Companies Act, 2013 confirming

that she meets the criteria of Independence.



Further to broad base the Board of the Company Mr. Alnoor Surani and Mr. Ahmed Dawoodani

Rahemtulla were appointed on the Board as Additional Directors w.e.f. 14th August, 2015 under

Section 161 of the Companies Act, 2013 and the term of the Additional Director come to an end at the

ensuing Annual General Meeting, your Company has received notices from the members proposing

the their candidature for the Directorship of the Company liable to retire by rotation.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL

DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an

evaluation framework for formal evaluation of the performance of the Board, its Committees and the

individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set,

knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors was

based on their participation, contribution and offering guidance to and understanding of the areas

which are relevant to them in their capacity as members of the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS:

The Company has such internal financial controls commensurate with the size of the Company to

provide a true and fair view of the financial statements and has laid down such standards and

processes which ensures that the same are adequate and operating efficiently.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past

and prospective business of the Company.

The Board met 8 (eight) times during the financial years 2014 – 2015 on 30th May, 2014; 14

th August,

2014; 3rd

September, 2014; 14th November, 2014; 24

th December, 2014; 8th January, 2015; 14

th

February, 2015 and 31st March, 2015. The name of the Directors and their attendance at Board

Meeting / Committee meeting during the year are set out in detail in the Corporate Governance Report

which forms part of the Annual Report.

STATUTORY AUDITOR AND AUDIT REPORT:

At the AGM held on 30th September, 2014 the members had approved the appointment of M/s K.R.

Tiwari & Co., (FRN 11103W) Chartered Accountants, as Statutory Auditors of the Company for a period of five years from the conclusion of 21st AGM until the conclusion of 26th AGM. In terms of

the provisions of the Companies Act, 2013, the Shareholders are required to ratify the appointment of

M/s K.R. Tiwari & Co., Chartered Accountant at the ensuing Annual General Meeting.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit

report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Shreyans Jain

& Co. Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial



Audit of the Company for the FY 2014 – 15. The Company has provided all the assistance and

facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the

Financial Year 2014 – 15 is annexed to this report as Annexure - B.

DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:

With respect to the observations of the Secretarial Auditor in their report regarding delayed filings

with Registrar of Companies; non appointment of whole time Key Managerial Personnel; failure to

provide e-voting facility at the Annual General Meeting, your Board wish to inform that in view of

poor financial performance of the Company it's not able to appoint suitable candidate and not able to

provide the e-voting facility etc and the Company is working under the supervision of the Board.

Further the Board is on lookout for suitable candidates for the whole time managerial personnel for

better performance of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company’s Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual

accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, 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 of 31.03.2015 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provision of the Act for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis as stated in the notes on accounts;

e) they have laid down the stringent internal financial controls and that such internal controls are

adequate and are operating adequately; and

f) they have devised proper system to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013 FOR

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO:

Considering the nature of the Business of your Company there are no such particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.

AUDIT COMMITTEE:

The Company has Audit Committee constituted under the chairmanship of Mr. Dilip Kumar Das in

accordance with the provisions of Section 177(1) of the Companies Act, 2013 and clause 49 of the

listing agreement. The composition of the Committee and other details as required to be disclosed



have been mentioned in the Report of Corporate Governance. The Committee met 4 (four) time

during the financial year 2014 - 2015.

NOMINATION AND REMUNERATION COMMITTEE:

The Company strives to maintain an appropriate combination of executive, non-executive and

Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the

Nomination and Remuneration Committee constituted considers and recommends the Board on

appointment and remuneration of Director and Key Managerial Personnel and the Company's

Nomination and Remuneration Policy is attached as Annexure - C.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise

and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud,

employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such

mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of

the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the

Whistle Blower has been denied access to the Audit Committee of the Board.

DETAILS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:

As required in terms of provisions of Section 188 of the Companies Act, 2013 the details of certain

contracts / arrangements with related parties are required to be disclosed in form AOC-2 as a part of

this report, however during the year your Company has not entered into any such contract /

arrangements with related parties.

DETAILS OF SIGNIFICENT AND MATERIAL ORDERS PASSED BY REGULATORS /

COURTS / TRIBUNALS IMPECTING THE GOING CONCERN STATUS AND

COMPANY'S OPERATIONS IN FUTURE:

There are no such significant and material orders passed by any regulators / courts / tribunals which

impacts the going concern status of the Company and Company's operation in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not met any of the criteria mentioned in Section 135 of Companies Act, 2013

and therefore is not required to comply with the requirements mentioned therein.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy,

which acts as a statement of intent and establishes the guiding principles by which key risks are

managed in the Company. The Board itself monitors and reviews the risks which have potential

bearing on the performance of the Company and in the opinion of the Board there is no risk faced by

the Company which threatens its existence.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

In accordance with SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the

Company even though being an listed entity is not mandatorily required to report on the compliances



with Clause 49 of the Listing Agreement since the Company does not falls under the criteria attracting

the obligations to adhere to the compliance with clause 49 of the Listing Agreement executed with

Stock Exchanges. However the Board has approved and decided to continue to comply with the mandatory requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing

Agreement and accordingly, the Report on Corporate Governance forms part of the Annual Report as

Annexure - D. The requisite Certificate from the Statutory Auditors of Company M/s. K. R. Tiwari &

Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of

Equity Listing Agreement is annexed to this Report.

The report on Management Discussions and Analysis forms part of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of

the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the

Company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and such other details, however there are no such details for reporting under

this clause.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

OF THE ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes in creating an environment for its employees which is free from

discrimination. The Company culture embraces treating everyone with dignity and Respect and believes in equality irrespective of the gender of an employee. The Company is committed to take

progressive measures to increase representation of women particularly at leadership level. During the

year there are no such complaints and therefore not required to be reported.

ACKNOWLEDGEMENTS:

The Directors thank the Company’s customers, vendors, investors, business associates and bankers for

the support to the Company as also thank the Government, Statutory and Regulatory authorities. The

Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Company

Sd/- Sd/-

Dilip Kumar Das Vishnu Patel

Place: Mumbai

Date:30-05-2015

Director Director

DIN: 03594093 DIN:05322281



ANNEXURE – A

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on Financial Year ended on 31st

March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L74999MH1993PLC190019

ii. Registration Date 7th January 1993

iii. Name of the Company AZURE EXIM SERVICES LIMITED

iv. Category / Sub-Category of the

Company

Company Limited by shares / Indian Non-Government

Company

v. Address of the Corporate office

Registered office and contact details

461, Nandan Arcade, Kap Kaneri, Opp. to SBI, Ashok

Nagar, Bhiwandi-421302

vi. Whether listed Company Yes

vii. Name, Address and Contact details of

Registrar and Transfer Agent, if any Sharepro Services (India) Pvt Ltd. 13 AB, Samhita Warehousing Complex,2

nd Floor,

Sakinaka Telephone Exch. Lane, Off Andheri Kurla

Road, Sakinaka,Andheri [E], Mumbai – 400 072

Tel. No.: 022 - 67720300/67720400

Email id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the Company shall be

stated:-

Sl.

No.

Name and Description of main

Products / Services

NIC Code of the

Product/ Service

% to total turnover of

the Company

1. Other credit granting 6492 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr.

No.

Name and Address of the

Company

CIN / GLN Holding/

Subsidiary/ Associate

Applicable

Section

1. N.A. N.A. N.A. N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity)

(i). Category-wise Shareholding

Category of

Shareholders

No. of Shares held at the beginning of the

year (Rs.10/-)

No. of Shares held at the end of the year

(Rs.10/-)

%

Change

during

the year Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Shares

A. Promoters

1) Indian



a) Individual / HUF 0 4,46,660 4,46,660 4.97 0 4,46,660 4,46,660 4.97 0

b) Body Corp. 5,94,900 5,94,900 6.65 0 5,94,900 5,94,900 6.65

Sub-total A(1) 0 10,41,560 10,41,560 11.63 0 10,41,560 10,41,560 11.63 0

2) Foreign 0 0 0 0 0 0 0 0 0

Sub-total A(2) 0 0 0 0 0 0 0 0 0

Total Shareholding of

Promoter (A) = A(1) +

A(2)

0 10,41,560 10,41,560 11.63 0 10,41,560 10,41,560 11.63 0

B. Public Shareholding

1) Institutions 0 0 0 0 0 0 0 0 0

Sub-total B(1) 0 0 0 0 0 0 0 0 0

2. Non-Institutions

a) Bodies Corp.

i. Indian 27,41,811 0 27,41,811 30.60 27,98,067 0 27,98,067 31.23 0.63

b) Individuals

i. Individual

Shareholders

holding nominal

share capital upto

Rs. 1 Lac

4,05,913 42,200 4,48,113 5.00 4,05,043 42,200 4,47,243 4.99 (0.01)

ii. Individual

shareholders

holding nominal

share capital in

excess of Rs. 1 Lac

45,50,090 1,76,700 47,26,790 52.76 44,96,530 1,76,200 46,72,730 52.15 (0.61)

c) Others Specify

Clearing Members 0 0 0 0 0 0 0 0 0

Non Resident Indians

–Rep. 1,326 0 1,326 0 0 0 0 0 0

HUF 0 0 0 0 0 0 0 0 0

Sub-total B(2) 76,99,140 2,18,900 79,18,040 88.37 76,99,640 2,18,400 79,18,040 88.37 0.00

Total Public

Shareholding

(B)=B(1)+B(2)

76,99,140 2,18,900 89,59,600 100 76,99,640 2,18,400 89,59,600 100.00 0

C. Shares held by Custodian for GDRs & ADRs (NIL)

Grand Total (A+B+C) 76,99,140 2,18,900 89,59,600 100 79,41,200 2,18,400 8959600 100 0

(ii). Shareholding of Promoters:

Sr.

No.

Shareholder’s

Name

Shareholding at the beginning of the year

(Rs.10/-)

Shareholding at the end of the year

(Rs.10/-)

% change in

shareholding

during the year No. of Shares

% of total

shares of

the

Company

% of shares

pledged /

encumbered

to total

shares

No. of Shares

% of total

shares of

the

Company

% of shares

pledged /

encumbered

to total

shares

1. Mr. Vinod Jain 4,11,660 4.59 0 4,11,660 4.59 0 0

2. Fast & Fine Tax

Processors Pvt. Ltd.

3,34,800 3.74 0 3,34,800 3.74 0 0

3. Vindu Commercial

Pvt. Ltd.

1,39,400 1.56 0 1,39,400 1.56 0 0

4. Fairdeal Marketers

Pvt. Ltd.

63,300 0.71 0 63,300 0.71 0 0

5. Corporate

Consultants Pvt.

Ltd.

57,400 0.64 0 57,400 0.64 0

0

6. Indira Jain 35,000 0.39 0 35,000 0.39 0 0

TOTAL 10,41,560 11.63 0 10,41,560 11.63 0 0



(iii). Change in Promoters’ Shareholding (please specify, if there is no change)

Particulars

Shareholding at the beginning of the year Cumulative Shareholding during

the year

No. of Shares % of total shares of

the Company No. of Shares

% of total shares

of the Company

During the year there's no change in the Shareholding of the Promoters of the Company

(iv). Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders

of GDRs and ADRs):

Sr.

No For Each of the Top 10

Shareholders

Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

1). Hora Tie Up Private Ltd. At beginning of the year

Changes during the year

At the end of the year

4,29,000

0

4,29,000

4.79

0

4.79

4,29,000

4,29,000

4,29,000

4.79

4.79

4.79

2). Swift Dealmark Pvt. Ltd.

At beginning of the year



4,27,650

0

4,27,650

4.77

0

4.77

4,27,650

4,27,650

4,27,650

4.77

4.77

4.77

3). Goyal Associates Ltd.




3,64,000

0

3,64,000

4.06

0

4.06

3,64,000

3,64,000

3,64,000

4.06

4.06

4.06 4). Saguna Mercantile Pvt. Ltd.




3,53,000

0

3,53,000

3.94

0

3.94

3,53,000

3,53,000

3,53,000

3.94

3.94

3.94

5). Saraf Equity Services Pvt. Ltd.


Changes during the year Purchased/Acquired


0

3,51,073

3,51,073

0.00

3.92

3.92

3,51,073

3,51,073

3,51,073

3.92

3.92

3.92

6). Bliss Commosale Pvt. Ltd.




2,75,500

0

2,75,500

3.07

0

3.07

2,75,500

2,75,500

2,75,500

3.07

3.07

3.07 7). Amritlaxmi Commercial Pvt. Ltd.




2,00,000

0

2,00,000

2.23

0

2.23

2,00,000

2,00,000

2,00,000

2.23

2.23

2.23



8). S K Mittal




2,00,000

0

2,00,000

2.23

0

2.23

2,00,000

2,00,000

2,00,000

2.23

2.23

2.23

9). Poonam Wadhwani




1,31,100

0

1,31,100

1.46

0

1.46

1,31,100

1,31,100

1,31,100

1.46

1.46

1.46

10). Mukesh Tulshyan




1,23,365

0

1,23,365

1.38

0

1.38

1,23,365

1,23,365

1,23,365

1.38

1.38

1.38

(v). Shareholding of Directors and Key Managerial Personnel:

None of the Director and Key Managerial Personnel holds any shares in the Company.

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding / accrued but not

due for payment:

There is no indebtedness at the beginning of the year, during the year and at the end of the year as are

required to be disclosed under the present head.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NIL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND /

OR MANAGER: NIL

B. REMUNERATION TO OTHER DIRECTORS: NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /

MANAGER / WTD:

During the year the Company was unable to employ any of the Key Managerial Personnel except as

disclosed above.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:NIL

---***---

Shreyans Jain & Co. Company Secretaries

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST

MARCH, 2015

To,

The Members,

Azure Exim Services Limited

461, Nandan Arcade, Kap Kaneri,

Opp. State Bank of India, Ashok Nagar,

Bhiwandi-421302, Maharashtra.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by AZURE EXIM SERVICES LIMITED (hereinafter called "the company"). Secretarial Audit was

conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances

and expressing our opinion thereon.

Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records

maintained by the company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the

audit period covering the financial year ended on 31st March, 2015 has complied with the statutory provisions listed

hereunder and also that the Company has proper Board - processes and compliance - mechanism in place to the extent, in

the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by “the

Company” for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not

Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (Not Applicable to the Company during the Audit Period);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 (Not Applicable to the Company during the Audit Period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

(Not Applicable to the Company during the Audit Period);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

Shreyans Jain & Co. Company Secretaries

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not

Applicable to the Company during the Audit Period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not

Applicable to the Company during the Audit Period);

We have also examined compliance with the applicable clauses of the following:

(i). Secretarial Standards issued by The Institute of Company Secretaries of India (Not Applicable to the Company

during the Audit Period);.

(ii). The Listing Agreements entered into by the Company with Stock Exchange(s),

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above, subject to the following observations;

-The Company yet complete its filings of Financial Statements with the Registrar of Companies for the financial year

ended 31st March, 2014 and there were delayed submissions with Registrar of Companies during the audit period.

- In terms of the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment &

Remuneration) Rules, 2014 the Company is required to have whole time Key Managerial Personnel as specified in clause

(i), (ii) & (iii) of sub - section (1) of the said Section, i.e. Managing Director or Whole Time Director or Chief Executive

Office or Manager and Company Secretary and Chief Financial Officer, however the Company has yet to appoint the such

Key Managerial Personnel as mentioned above.

- In terms of the provisions of Section 108 of the Companies Act, 2013 the Company was required to provide facility of

voting by electronic means to its Shareholders at the Annual General Meeting, however the Company has not provided

the same during the Audit Period;

- There has been delayed submissions to the BSE Limited at various instances during the audit period and no submissions

were made with MPSE Limited, the Regional Stock Exchange.

We further report that;

The Board of Directors of the Company is duly constituted with balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the Board of Directors that took place during the period

under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in

advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there exists a adequate systems and processes in the company which should commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines.

For Shreyans Jain & Co.

Company Secretaries

Place: Mumbai

Date: 30.05.2015

Sd/-

Shreyans Jain

(Proprietor)

ACS No. 18839

C.P. No. 9801



ANNEXURE - C

NOMINATION AND REMUNERATION POLICY OF


The Nomination and Remuneration Committee and this Policy shall be in compliance with provisions of

Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under

the Listing Agreement. The Key Objectives of the Committee would be:

1. OBJECTIVE

• To guide the Board in relation to appointment and removal of Directors, Key Managerial

Personnel and Senior Management;

• To evaluate performance of Board members and provide necessary report to Board for further

evaluation of the Board;

• To recommend to the Board on Remuneration payable to the Directors, Key Managerial

Personnel and Senior Management;

• To provide to Key Managerial Personnel and Senior Management rewards linked directly to their

efforts, performance, dedication and achievement relating to the Company’s operations;

• To retain, motivate and promote talent and to ensure long term sustainability of talented

managerial personnel’s and create competitive advantage;

• To devise a policy on Board diversity;

• To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

• “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to

time.

• “Board” means Board of Directors of the Company.

• “Directors” mean Directors of the Company.

“Key Managerial Personnel” means – Chief Executive Officer or the Managing Director or the Manager

or Whole-time director or Chief Financial Officer or Company Secretary.

3. COMPOSITION

• The Committee shall consist of a minimum three non-executive directors, majority of them being

independent.

• Minimum two (2) members shall constitute a quorum for the Committee meeting.

• Membership of the Committee shall be disclosed in the Annual Report.



• Term of the Committee shall be continued unless terminated by the Board of Directors.

• Chairperson of the Committee shall be an Independent Director.

• Chairperson of the Company may be appointed as a member of the Committee but shall not be a

Chairman of the Committee.

• In the absence of the Chairperson, the members of the Committee present at the meeting shall

choose one amongst them to act as Chairperson.

• Chairperson of the Nomination and Remuneration Committee meeting could be present at the

Annual General Meeting or may nominate some other member to answer the shareholders’

queries.

4. ROLE OF COMMITTEE

Matters to be dealt with, perused and recommended to the Board by the Nomination and

Remuneration Committee

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience

of the person for appointment as Director, KMP or at Senior Management level and recommend

to the Board his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he / she

is considered for appointment. The Committee has discretion to decide whether qualification,

expertise and experience possessed by a person are sufficient / satisfactory for the concerned

position.

• The Company shall not appoint or continue the employment of any person as Whole-time

Director who has attained the age of seventy years. Provided that the term of the person holding

this position may be extended beyond the age of seventy years with the approval of shareholders

by passing a special resolution based on the explanatory statement annexed to the notice for such

motion indicating the justification for extension of appointment beyond seventy years.

• The Committee shall carry out evaluation of performance of every Director, KMP and Senior

Management Personnel at regular interval (yearly).

• Due to reasons for any disqualification mentioned in the Act or under any other applicable Act,

rules and regulations thereunder, the Committee may recommend, to the Board with reasons

recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the

provisions and compliance of the said Act, rules and regulations.

• The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior

Management Personnel will be determined by the Committee and recommended to the Board for

approval. The remuneration / compensation / commission etc. shall be subject to the prior/post

approval of the shareholders of the Company and Central Government, wherever required.

-----*****-----



REPORT ON CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR 2014-15

A report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement, is as given below:

1. COMPANY’S PHILOSOPHY ON THE CORPORATE GOVERNANCE: The Company is committed to the adoption of best corporate governance practices which

ensures accountability of management and maximization of stakeholders value. We shall strive to

put in place process, system, control and governance structures for protecting and furthering

the interest of our stakeholders.

2. BOARD OF DIRECTORS: a) Composition

The composition of the Board is in conformity with Clause 49(II)(A) of the Listing Agreement. As on 31st

March, 2015, the Board comprises of four Directors, who brings in a wide range of skills and experience

to the Board. The number of Independent Directors is Three. None of the Directors of the Company are

related to each other.

The Composition and Categories of Directors is as follows:

Name Category

Mr. Vishnubhai B. Patel Executive Director

Mr. Dilip Kumar Das Non Executive and Independent Director Mr. Hari Shankar Prasad Chanau Non Executive and Independent Director

Mrs. Manju Maheshwari Non Executive and Independent Director

b) Board Meetings During the year under review, the Board of Directors of the Company met eight (8) times on 30

th May,

2014; 14th August, 2014; 3rd September, 2014; 14

th November, 2014; 24

th December, 2014; 8th January,

2015; 14th February, 2015 and 31

st March, 2015 and the gap between two meetings did not exceed 120

days. None of the Directors on the Board is a Member on more than 10 Committees and Chairman of

more than 5 Committees, across all the companies in which he is a Director. The necessary disclosures

regarding Committee positions have been made by the Directors.

The information as required under Annexure XII to Listing Agreement pertaining to composition of the

Board, the attendance records of Directors at the Board meetings held during the financial year ended

31st March, 2015 and at the previous Annual General Meeting and details of their other Directorships,

Committee Chairmanships and memberships are given.

2.2 Composition of Board and attendance record:

Name of Director Category of

Directorship

Attendance at No. of other Directorships and other Committee

Memberships / Chairmanship

Board

Meetings

Last

AGM

Other

Directorships #

Committee

Memberships

##

Committee

Chairmanships

Mr. Shiw Prakash

Rajbhar@ Executive 5 Yes 1 Nil Nil



Mr. Vishnubhai B.

Patel#

Executive

Director 4 N.A 1 Nil Nil

Mr. Dilip Kumar

Das

Non Executive and

Independent

Director

8 Yes 2 1 Nil

Mr. Hari Shankar

Prasad Chanau

Non Executive

and Independent

Director

8 Yes 2 Nil Nil

Mrs. Manju B.

Maheshwari

Non Executive

and Independent

Director

1 N.A Nil Nil Nil

@Resigned with effect from 8th

January, 2015; #Appointed with effect from 24th December, 2014.

The Company does not pay any fees / compensation to any Non – Executive. Also, no sitting fee has been

paid to any Non – Executive Director during the year.

3. AUDIT COMMITTEE: The Committee’s composition meets with the requirements of Section 177 of the Companies Act, 2013

and clause 49 of the Listing Agreement. The Audit Committee was reconstituted due to the resignation of

Mr. Shiw Prasad Rajbhar on 8th January 2015 and Mr. Vishnubhai Patel was inducted as member.

The Audit Committee met 4 times on 30th May, 2014; 14

th August, 2014; 14

th November, 2014 and 14

th

February, 2015 and statutory auditors also attended the meeting and attendance of the members was as

under;

Name of Directors Meetings Held No. of Meetings Attended

Mr. Dilip Kumar Das 4 4

Mr. Shiw Prakash Rajbhar@ 4 3

Mr. Hari Shankar Prasad Chanau 4 4

Mr. Patel Vishnubhai Bhogilal # 4 1



The members possess adequate knowledge of Accounts, Audit and Finance. The broad terms and

reference of Audit Committee are to review the financial statements before submission to Board, to

review reports of the Auditors and Internal Audit and to review the weaknesses in internal controls, if

any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit

Committee are as laid down under the Listing Agreement entered with the Stock Exchanges and Section

177 of the Companies Act, 2013. The Audit Committee invites such of the executives, as it considers

appropriate (and particularly the person responsible for the finance and accounts function) to be present at

its meetings.

4. NOMINATION AND REMUNERATION COMMITTEE (NRC) :

The Nomination and Remuneration Committee of the Board met thrice during the year on 14th August,

2014; 8th January, 2015 & 31st March, 2015 and Mr. Dilip Kumar Das is the Chairman of Committee.

During the year the committee was re-constituted on 8th January, 2015 due to resignation of Mr. Shiw

Prakash Rajbhar and Induction of Mr. Vishnubhai B. Patel, as member. The constitution of the committee

and the attendance of each member during the year is as given below:

Name of Directors Meeting Held No. of Meetings Attended

Mr. Dilip Kumar Das 3 3



Mr. Shiw Prakash Rajbhar@ 3 1

Mr. Hari Shankar Prasad Chanau 3 3

Mr. Vishnubhai B Patel# 3 1



The terms of reference of the ‘Remuneration Committee’ are as follows:

i. To determine on behalf of the Board and on behalf of the Shareholders the Company’s policy on

specific remuneration packages for Executive Directors including pension rights and any

compensation payment.

ii. Such other matters as may from time to time be required by any statutory, contractual or other

regulatory requirements to be attended to by such committee.

iii. To carry out the evaluation of every Director.

iv. To evaluate the criteria for evaluation of Independent Directors and the Board.

During the year no remuneration paid to executive director and there is no sitting fees paid to Non –

Executive Directors for attending Board and Committee Meetings.

DETAILS OF SHARES HELD:

The shares held by the Directors of the Company as on 31st March, 2015 are given below:

Name of Director No. of Equity Shares held (Rs.10/-)

Mr. Patel Vishnubhai Bhogilal NIL

Mr. Dilip Kumar Das NIL

Mr. Hari Shankar Prasad Chanau NIL

Ms. Manju B. Maheshwari (inducted on 31

st March 2015)

NIL

5. STAKEHOLDERS RELATIONSHIP COMMITTEE: The investor’s grievance committee comprises of the following Directors: Mr. Dilip Kumar Das

– Chairman; Mr. Shiw Prakash Rajbhar and Mr. Hari Shankar Prasad Chanau, the

Committee was reconstituted with effect from 8th January 2015 consequent to resignation

of Mr. Rajbhar and Mr. Vishnubhai B. Patel was inducted as member.

The terms of reference of the Committee consist of:

i) Monitoring the response to investor questions and grievances;

ii) Approving share transfers, transmissions, queries and grievances;

The shares of the Company are listed on the Stock Exchange, Mumbai. During the year the

Company did not receive any shareholder complaints as certified by the Share Transfer

Agent of the Company. There were no pending share transfers or complaints as on 31st March,

2015.



Name and Designation of Compliance Officer: Mr. Dilip Kumar Das (Director & Compliance

officer).

6. ANNUAL GENERAL MEETINGS:

The details of date, time and location of Annual General Meetings (AGM) / Extra Ordinary General

Meetings (EGM) held in previous three years are as under:

AGM DATE TIME VENUE

2011-2012 September 26, 2012 11.00 am


Opp. to SBI, Ashok Nagar, Bhiwandi

- 421302, Maharashtra

2012-2013 September 30, 2013 11.00 am




2013-2014 September 30, 2014 11.00am




There are no Special Resolutions passed in the previous three Annual General Meetings or any of the

Extra Ordinary General Meeting held during the previous three years.

During the year no Special Resolutions were passed through postal ballot and No Court-convened

Meetings were held during the last three years.

7. DISCLOSURES:

1.1 There were no materially significant related party transactions i.e. transaction of the Company of

material nature with its Promoters, Directors or the Management or their relatives etc. that would

conflict with the interests of the Company.

1.2 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or

any statutory authority on any matter related to capital markets during the last three years.

1.3 The Company has Whistle Blower Policy (WBP) in line with Clause 49 of the Listing

Agreement. The Company affirms that no employee has been denied access to the Audit

Committee.

1.4 All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with

by the Company.

1.5 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of

India and there are no statutory audit qualifications in this regard.

1.6 In terms of Clause 49(IX) of the Listing Agreement, the person heading the finance function has

made a certification i.e. (CEO / CFO Certificate) to the Board of Directors in the prescribed

format for the year under review which has been reviewed by the Audit Committee and taken on

record by the Board.



8. MEANS OF COMMUNICATION:

a). The quarterly un-audited financial results are sent to the Stock Exchanges immediately after their

approval by the Board. The half yearly report is not sent separately to the Shareholders. Annual

Reports are sent to the shareholders at their registered e-mails or address with the Company.

b). The quarterly financial results are displayed at the website of the Company www.azureexim.com.

9. GENERAL SHAREHOLDERS INFORMATION:

a. Annual General Meeting

Date and Time : Wednesday, 30th September, 2015 at 11.00AM

Venue : 461, Nandan Arcade, Kap Kaneri, Opp. to SBI, Ashok

Nagar, Bhiwandi-421302, Maharashtra

Dates of Book Closure : Tuesday, 22-09-2015 to Wednesday, 30-09-2015 (both

inclusive)

b. Financial Calendar 2015-2016 (Tentative):

First quarterly results : August, 2015

Second quarterly results : November, 2015

Third quarterly results : February, 2016

Annual results for the year

ending on 31.03.2016 : May, 2016

Annual General Meeting for the year 2016 : around September, 2016

c. Listing on Stock Exchanges and Stock Codes:

The Company’s Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai - 400 001.

The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year 2015

- 16.

Script Code Equity : 531783

ISIN Equity : INE837F01016

Face Value : Rs. 10 per share

d. Market Price Data: The monthly high / low market price of the Equity Shares of Rs.10 each

during the year 2014 – 2015 at the BSE Limited is as under:

Month BSE Limited (BSE)

High (in Rs. per share) Low (in Rs. per share)

April 2014 8.75 8.75

May 2014 - -

June 2014 9 8.13

July 2014 - -

August 2014 8.19 7.60



September 2014 - -

October 2014 - -

November 2014 7.22 6.86

December 2014 6.52 3.10

January 2015 3.10 2.90

February 2015 - -

March 2015 3.00 2.57

e. Registrar & Share Transfer Agents:

Sharepro Services (India) Pvt Ltd. 13 AB, Samhita Warehousing Complex,2

nd Floor, Sakinaka Telephone Exch. Lane,

Off Andheri Kurla Road, Sakinaka,Andheri [E], Mumbai – 400 072

Tel. No.: 022 - 67720300/67720400

Email id: [email protected]

f. Distribution of Shareholding:

The distribution of shareholding as on 31st March, 2015 is given below:

Sr.

No

No of Equity Shares No. of

Shareholders

No. of Shares

(Rs.10/-)

% of Total shares

1. Less than 500 31 4,230 0.047

2. 500-1000 4 3,699 0.041

3. 1001-2000 15 25,869 0.289

4. 2001-3000 15 40,880 0.456

5. 3001-4000 13 49,400 0.551

6. 4001-5000 13 63,718 0.711

7. 5001-10000 36 2,71,175 3.027

8. 10001 and above 136 85,00,629 94.877

TOTAL 263 89,59,600 100.0

g. Dematerialisation of Shares and Liquidity:

The Company’s shares are compulsorily traded in dematerialised form and are available for trading

on both the Depositories in India – National Securities Depository Ltd. (NSDL) and Central

Depository Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of Rs.10 each

Number % of total

Dematerialised form

NSDL 31,29,916 34.94

CDSL 45,69,724 51.00

Sub Total 76,99,640 85.94

Physical form 12,59,960 14.06

TOTAL 89,59,600 100.00



h. Registered Office: 461, Nandan Arcade, Kap Kaneri, Opp. to SBI, Ashok Nagar, Bhiwandi-421302, Maharashtra

Designated exclusive e-mail id for Investor servicing: [email protected]

Websitewww.azureexim.com

10. CORPORATE ETHICS:

The Company adheres to the best standards of business ethics, compliance with statutory and legal

requirements and commitment to transparency in business dealings. A Code of Conduct for Board

Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted

pursuant to the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015 (as amended from time to time), respectively:

a. Code of Conduct for Board Members and Senior Management:

The Company has adopted the Code of Conduct for its Board members and Senior Management. The

Code is the cornerstone for sustained management performance, for serving all the stakeholders and for

instilling pride of association.

b. Declaration affirming compliance of Code of Conduct:

The Company has received confirmations from the Directors regarding compliance of the Code of

Conduct during the year.

A declaration by Director affirming compliance of Board members to the Code is also annexed herewith.

c. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management and

Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by

directors, top level executives and staff whilst dealing in shares. The Compliance Officer has been

appointed as the Chief Investor Relation officer and is responsible for adherence to the Code.

d. Compliance Certificate by Auditors:

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions

of corporate governance as stipulated in clause 49, which is annexed herewith.

11. DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

As provided under clause 49 of the listing agreement, the Board members have affirmed compliance with

the code of conduct for the year ended 31.03.2015.

Place: Mumbai

Date:30-05-2015


Vishnu Patel

Sd/-

Director

DIN: 05322281



DECLARATION BY THE MD / CFO - PURSUANT TO CLAUSE 49(IX) We hereby Certify that:

A. We have reviewed Financial Statements and the Cash Flow Statement for the year ended 31st March,

2015 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

ii. These statements present a true and fair view of the Company’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations;

B. To the best of our knowledge there are no transactions entered into by the Company during the year

which are fraudulent, illegal or violative of the Company’s code of conduct and no instances of fraud

took place;

C. We accept responsibility for establishing and maintaining internal controls for financial reporting. We

have evaluated the effectiveness of the internal control systems of the Company and have disclosed to

the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if

any, of which we are aware and have taken steps to rectify the same, wherever found;

D. We have indicated to the Auditors and the Audit Committee;

i. Significant changes in internal control over financial reporting during the year, if any;

ii. Significant changes in accounting policies, if any, have been disclosed in the notes to the financial

statements;

iii. instances of significant fraud and the involvement therein, if any, of the management or an

employee having a significant role in the Company’s internal control system over financial

reporting.

E. We affairm that we have not denied any personnel access to the Audit Committee of the Company

(Matters involving alleged misconduct)

Place: Mumbai

Date:30-05-2015


Sd/-

Vishnu Patel

Director

DIN: 05322281



AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE

GOVERNANCE:

We have examined the compliance of the conditions of Corporate Governance by Azure Exim Services

Limited for the year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the

said Company with the BSE Limited.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to the procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the above

mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s. K. R. Tiwari & Co. Chartered Accountants

Sd/-

(K. R. Tiwari) Proprietor

Place: Mumbai Membership No.: 043003

Date: 30th

May, 2015 Firm Reg. No.: FRN 11103W



MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS OVERVIEW:

At Azure Exim Services Limited, our team of expert consultants provide vital consultancy to our

customers in the field of import and export industry. Our customers get more value for money since

we also handle the customs brokering, documentation and inland clearance, offering hassle free

customs clearance services. Combining professional skills, innovative techniques and the resolution to

excel, we endeavor to achieve total customer satisfaction

OPPORTUNITIES AND THREATS:

The Company’s ability to foresee and manage business risks is crucial in achieving favorable results.

While management is positive about Company’s long term outlook, we are subject to few risks and

uncertainties as given below.

MANPOWER:

The timely availability of skilled and technical personnel is one of the key challenges. The Company

maintains healthy and motivating work environment through various measures. This will help the

Company to retain and recruit skilled work force resulting in the timely completion of the projects.

RISKS, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control procedure commensurate with its size and nature of the

business. The internal control system is supplemented by extensive internal audits, regular reviews by

management and well-documented policies and guidelines to ensure reliability of financial and all other

records to prepare financial statements. The Company continuously upgrades these systems in line with

best accounting practices.

ABILITY TO HIRE, TRAIN AND RETAIN PEOPLE:

Human Resources are important asset of any business. Skilled and technical staff is required by us for our

project. We take up various projects based on availability of right mix of man power. Thus our growth is

likely to be affected by our ability to attract and retain skill and technical manpower. Our Ability to hire,

train and retain people will determine the ability of our company to achieve desired objectives.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company’s objectives,

projections, estimates, expectations may be “forward looking statements” within the meaning of

applicable securities, laws and regulations. Actual results could differ materially from those expressed or

implied. Important factors that could influence the Company’s operations include economic developments

within the country, demand and supply conditions in the industry, input prices, changes in Government

regulations, tax laws and other factors such as litigation and industrial relations.



Form No. MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

AZURE EXIM SERVICES LIMITED Registered Office: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India,

Ashok Nagar, Bhiwandi – 421302, Maharashtra; Tel: 022 – 30209136

Email: [email protected]; Website: http://www.azureexim.com/

CIN: L74999MH1993PLC190019

Name of the member(s):

Registered Address:

Email Id:

Folio No. / Client Id:

DP ID:

I / We, being the holder(s) of ________shares of Azure Exim Services Limited, hereby appoint

1. Name: ________________________ Email Id: __________________________

Address: ___________________________________________________________

Signature: ________________________

or failing him / her

1. Name: ________________________ Email Id: __________________________

Address: ___________________________________________________________

Signature: ________________________

or failing him / her

1. Name: ________________________ Email Id: __________________________

Address: ___________________________________________________________

Signature: ________________________

as my / our Proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Annual General Meeting of

the Company, to be held on Wednesday, 30th September 2015 at 11:00 a.m. at 461, Nandan Arcade, Kap Kaneri,

Opposite State Bank of India, Ashok Nagar, Bhiwandi – 421302, Maharashtra and at adjournment thereof in respect

of such resolution as are indicated below:

Resolution No. Resolution

ORDINARY BUSINESS

1. Adoption of Financial Statements and reports thereon for the year ended March 31, 2015



2. Ratification of appointment of M/s. K. R. Tiwari & Co. as Auditors of the Company

SPECIAL BUSINESS

3 Appointment of Mr. Vishnubhai B. Patel as Director, liable to retire by rotation

4 Appointment of Mrs. Manju B. Maheshwari as an Independent Director

5 Appointment of Mr. Alnoor Ahmed Surani as Director, liable to retire by rotation

6 Appointment of Mr. Ahmed Dawoodani Rahemtulla as Director, liable to retire by rotation

Signed this ________day of ___________2015

Affix

Revenue

Stamp

…………............……………….. ………...…............………………..

Signature of shareholder Signature of proxy holder(s)

Note:- This form of Proxy in order to be effective should be duly completed and deposited at Registered Office of

the Company.


Registered Office: 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India,

Ashok Nagar, Bhiwandi – 421302, Maharashtra; Tel: 022 – 30209136

Email: [email protected]; Website: http://www.azureexim.com/

CIN: L74999MH1993PLC190019

---------------------------------------------------------------------------------------------------------------------

ATTENDANCE SLIP

ANNUAL GENERAL MEETING – TUESDAY 30TH

SEPTEMBER, 2015

Name of the attending Member : (In Block Letters)

_____________________________________________________

Folio No. : _____________________________________________________

Name of the Proxy : _____________________________________________________

(To be filled in if the Proxy attends instead of the Member) No. of Shares Held : ____________ (Figures)

___________________________________ (in words)

I hereby record my presence at the Annual General Meeting of the Company on Wednesday, 30th September 2015 461, Nandan Arcade, Kap Kaneri, Opposite State Bank of India, Ashok Nagar, Bhiwandi – 421 302, Maharashtra at 11:00 AM and at any adjournment thereof.

____________________________

Member’s/Proxy’s Signature

(To be signed at the time of handing over this slip)

NOTE: [Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over the same at the entrance after the same has been duly signed]

BOOK POST

If undelivered please return to

Registered Office: 461, Nandan Arcade,

Kap Kaneri, Opposite State Bank of India,

Ashok Nagar, Bhiwandi – 421302, Maharashtra

2014 - 2015 - bseindia.com · 2. to ratify the appointment of auditors and to fix their...

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