OZONE WORLD LIMITED FORM A OZONE WORLD LIMITED (Formerly Anand Lease and Finance Limited) Corporate Identity Number (CIN) : L65910GJ1989PLC012835 Registered Office : 50111, Parshwa, Opp. Rajpath Club, S. G. Highway, Bodakdev, Ahmedabad - 38005 Phone No. 079 - 26873755, Fax No. 079 - 26871756 Website :www.ozoneworld.in Email: [email protected]1 2 3 4 5 Name of the Company Annual financial statements for the year ended Type of Audit observation Frequency of observation To be signed by Managing Director CFO Auditor of the company Audit Committee Chairman Ozone World Limited (Formerly Anand Lease and Finance Limited 31'' March, 2015 Un-qualified Not Applicable Mr. Jayeshkumar Patel Managing Director \ & Mr. Nilesh Joshi Chief Financial Officer Shaishav Mehta Partner S. D. Mehta & Co. Chartered Accountants Membership No. 32891 'G3j.-\ Mr. Dilipkumar Patel Chairman - Audit Committee
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OZONE WORLD LIMITED
FORM A
OZONE WORLD LIMITED (Formerly Anand Lease and Finance Limited)
Corporate Identity Number (CIN) : L65910GJ1989PLC012835 Registered Office : 50111, Parshwa, Opp. Rajpath Club, S. G. Highway, Bodakdev, Ahmedabad - 38005
STAKEHOLDERS RELATIONSHIP Mr. Suresh Patel ChairmanCOMMITTEE : Mr. Dilipkumar Patel
Mr. Jayeshkumar Patel
NOMINATION AND Mr. Dilipkumar Patel ChairmanREMUNERATION COMMITTEE : Mr. Suresh Patel
Mrs. Rinaben Deepak Patel
AUDITORS : S. D. Mehta & Co.Chartered AccountantsAhmedabad
COMPANY SECRETARY : Mr. Maneklal S. Patel
CHIEF FINANCIAL OFFICER : Mr. Nilesh R. Joshi
REGISTERED OFFICE : 501/1, Parshwa, Opp. Rajpath Club, S. G. Highway,Bodakdev, Ahmedabad - 380054.
REGISTRAR & TRANSFER AGENT : Link Intime India Private Limited303, 3rd Floor, Shoppers Plaza V,Opp Municipal Market, Behind Shoppers Plaza II,Off C G Road, Ahmedabad - 380009.
NOTICENOTICE is hereby given that the 26th Annual General Meeting of the Shareholders of Ozone World Limited (FormerlyAnand Lease and Finance Limited) will be held on Wednesday, 30th September, 2015 at 11.00 a.m. at theRegistered Office of the Company at 501/1, Parshwa, Opp. Rajpath Club, S. G. Highway, Bodakdev, Ahmedabad – 380054 to transact the following business:ORDINARY BUSINESS :1. To consider and adopt Audited Financial Statement for the year ended on 31st March, 2015 together with the
report of Board of Directors’ and Auditors’ Report thereon.2. To appoint a Director in place of Mr. Jayeshkumar Patel (DIN 00907323), who retires by rotation in terms of
section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re- appointment.3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactmentthereof for the time being in force), the Company hereby ratifies the appointment of M/s S. D. Mehta & Co.,Chartered Accountants, Ahmedabad (Firm Registration No. 137193W ) as the Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting till the conclusion of the 27th Annual General Meeting tobe held in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015-2016 atsuch remuneration as may be fixed and agreed upon between the Auditors and the Board of Directors.”
SPECIAL BUSINESS :4. Appointment of Mrs. Rinaben Deepak Patel (DIN 00074140) as a Director of the Company :
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of sections 149, 161(1) and any other applicable provisions of theCompanies Act, 2013 (‘Act’) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mrs. Rinaben DeepakPatel (DIN 00074140), who was appointed as an Additional Director and who holds office upto the date of thisAnnual General Meeting and in respect of whom the Company has received a notice in writing under section 160of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as aDirector of the Company, liable to retire by rotation.”
5. Approval of Related Party Transactions :To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SpecialResolution :“RESOLVED THAT pursuant to the provisions of section 188 and all other applicable provisions, if any, of theCompanies Act, 2013 (‘Act’) read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and in terms of applicable provisions of the Listing Agreementexecuted with the Stock Exchanges, consent of the members be and is hereby accorded for ratification / approvalof related party transactions entered into by the Company with related party as set out in the explanatorystatement annexed to the notice convening this meeting.RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all actsand take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
By Order of Board of Directors
Place : Ahmedabad Jayeshkumar PatelDate : 14th August, 2015 Chairman & Managing Director
(DIN 00907323)Registered Office :501/1, Parshwa,Opp. Rajpath Club,S. G. Highway, Bodakdev,Ahmedabad - 380 054.
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NOTES :1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THEINSTRUMENT APPOINTING PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICEOF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING INTHE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANYCARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARECAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXYAND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
2. The relevant explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013, inrespect of special business at Item No. 4 and 5, as set out above is annexed hereto.
3. The Register of Members and Transfer Books of the Company will remain closed from 28th September, 2015 to30th September, 2015 (both days inclusive).
4. Members are requested to notify immediately the change of address, if any to the Company or Registrar andShare Transfer Agent of the Company.
5. Members / Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting.
6. Members attending the Annual General Meeting are requested to bring their copies of Annual Report at themeeting.
7. Corporate members intending to send their authorised representative to attend the Annual General Meeting arerequested to send a certified copy of the Board Resolution authorizing their representative to attend and vote ontheir behalf at the Meeting.
8. All documents referred to in the notice are available for inspection at the Registered Office of the Company duringoffice hours on all working days between 11.00 am to 1.00 pm. upto the date of the Annual General Meeting.
9. Queries on “Accounts and Operations” of the Company, if any, may please be sent to the Company ten days inadvance of the Meeting so that the answers are readily available at the Meeting.
10. Pursuant to the change of name of the company from “Anand Lease and Finance Limited” to “Ozone WorldLimited” with effect from 5th September, 2013, the Company will affix the stickers bearing the new name of theCompany as and when the share certificates are lodged with the Company or with its transfer agent for transfer,split, consolidation etc.
11. In terms of Circular No. MRD/DoP/Cir-05/2009 dated 20th May, 2009 issued by the Securities and ExchangeBoard of India (SEBI), it shall be mandatory for the transferee of the physical shares to furnish copy of PAN cardto the Company / RTA for registration of transfer of shares. Shareholders are requested to furnish copy of PANcard at the time of transferring their physical shares.
12. Pursuant to the provisions of Section 136 of Companies Act, 2013 read with Rule 11 of the Companies (Accounts)Rules, 2014, the listed companies are allowed to send the financial statements by electronic mode to themembers whose shareholding is in dematerialized format and whose email Ids are registered with Depository forcommunication purpose and to other members, who have positively consented in writing for receiving by electronicmode. Members are requested to take advantage of this Green Initiative by registering their email Ids with theCompany or with Registrar & Share Transfer Agent of the company - Link Intime India Pvt. Ltd.
13. Pursuant to the Listing Agreement and Secretarial Standard-2, the particulars of the Director seeking appointment/ re-appointment is given below :
Name of Director Mr. Jayeshkumar Patel Mrs. Rinaben Deepak PatelDate of Birth & Age 28/08/1966 (49 Years) 08/03/1969 (46 Years)Date of First Appointmenton the Board 02/09/2008 30/03/2015Qualification B.E. (Chemical) B.Com.
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Name of Director Mr. Jayeshkumar Patel Mrs. Rinaben Deepak PatelExperience He has experience of more than 20 years She has experience of more than 10
in building and construction activities. He years in accounts and generalHe has wide experience in the field of administration.management of finance, administrationand business management. He issuccessfully managing the affairs ofOzone Group of Companies since lasttwo decades and has contributedimmensely in the growth of entiregroup of companies.
Terms and conditions of He was appointed as Managing Director She is appointed as Non-Executiveappointment or re-appointment of the Company for the period from 15th Director without any remuneration.alongwith details of remuneration August, 2014 to 14th August, 2019sought to be paid without any remuneration.Remuneration last drawn byappointee NIL NILShareholding in the Company 3,76,618 equity shares (10.18%) NILRelationship with other Directors, He is brother of Mrs. Rinaben Deepak She is sister of Mr. JayeshkumarManager and other Kay Managerial Patel, Director Patel, Managing DirectorPersonnel of the CompanyNumber of meetings of the Board He has attended 8 meetings (100%) She has attended 1 meeting (100%)attended during the year of the Board during the year. of the Board during the year.Other Directorships 1. Fortune Exim Pvt. Ltd. 1. Veekas Pipes Pvt. Ltd.
Other Membership / Chairmanshipof Committees of other Board NIL NIL
14. Voting through electronic means :Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management andAdministration) Rules, 2014, as amended by the Companies (Management and Administration) AmendmentRules, 2015, the Company is pleased to provide its members the facility of ‘remote e-voting’ (e-voting from a placeother than venue of AGM) to exercise their right to vote at the 26th Annual General Meeting (AGM) by electronicmeans. The business may be transacted through e-voting services provided by Central Depository Services (India)Limited (CDSL).
The facility of voting, either through electronic voting system or through ballot / polling paper shall also be madeavailable at the venue of 26th AGM. Only those members attending the meeting, who have not already cast theirvote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who havealready cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their voteagain at the AGM.
The Company has appointed M/s Ashwin J. Patel & Associates, Practising Company Secretary as the Scrutinizerfor conducting the remote e-voting and the process at the AGM in a fair and transparent manner.
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The instructions for members for voting electronically are as under :(A) The voting period begins on Saturday, 26th September, 2015 (9.00 am) and ends on Tuesday, 29th September,
2015 (5.00 pm). During this period shareholders of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date (record date) i.e. 23rd September, 2015, may cast their vote electroni-cally. The e-voting module shall be disable by CDSL for voting after 5.00 pm on 29th September, 2015.
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on “Shareholders” tab.
(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”
(iv) Now enter your User ID
a. For CDSL : 16 digits beneficiary ID
b. For NSDL : 8 Character DP ID followed by 8 digits Client ID
c. Members holding shares in physical form should enter Folio Number registered with the Company.
(v) Next enter the image verification as displayed and click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is to be used.
(vii) If you are first time user follow the steps given below:
For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN Issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)* Members who have not updated their PAN with the Company / Depository Participantare requested to use the sequence number which is printed on the Address Slip.
DOB Enter the Date of Birth as recorded in your demat account or in the company records forthe said demat account or folio in dd/mm/yyyy format.
Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the companyDetails records for the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the details are notrecorded with the depository or company, please enter the member ID / folio no. in theDividend Bank Details field.
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then reach directly the Company selection screen. However,members holding shares in demat form will now reach “Password Creation” menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to bealso used by the demat holders for voting for resolutions of any other company on which they are eligible tovote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your password confidential.
(x) For members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.
(xi) Click on the EVSN of Ozone World Limited on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES /
NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” andaccordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Votingpage.
(xvii) If Demat account holder has forgotten the changed password, then enter the User ID and the imageverification code and click on Forgot Password & enter the details as prompted by the system.
Non-individual shareholders (i.e. other than individuals, HUF, NRI etc.) are requested to log on https://www.evotingindia.com and register themselves as Corporates.They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entityto [email protected] receiving the login details they have to create a user who would be able to link the account(s)which they wish to vote on. The list of accounts should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, in PDF format in the system for scrutinizer to verify thesame.
(B) For Details relating to remote e-voting, please refer to the Notice of the AGM. In case of any queries relating tovoting by electronic means, please refer to the Frequently Asked Questions (FAQs) and e- voting user manual forShareholders available at the Help section of www.evotingindia.com or contact at toll free No. 1800-200-5533.In case of any grievances connected with facility for voting by electronic means, please contact :Mr. Wenceslaus FurtadoDeputy Manager,CDSL, 17th Floor, P J Towers, Dalal Street, Fort, Mumbai – 400 001Email : [email protected] : 022-22723333
IMPORTANT NOTES :1. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of notice
of 26th AGM i.e. the date considered for dispatch of the notice and holding shares as of the cut-off date i.e. 23rdSeptember, 2015, may obtain the login ID and password by sending a request to the Company’s RTA [email protected]
2. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allowvoting with the assistance of scrutinizer, by use of “Ballot Paper / Polling Paper” for all those members who arepresent at the AGM but have not cast their votes by availing the remote e-voting facility / ballot form. The facilityfor voting at meeting venue shall be decided by the company i.e. “remote e-voting” or “Ballot Paper / PollingPaper”.
3. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall notbe entitled to cast their vote again.
ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013ITEM NO. 4 :Appointment of Mrs. Rinaben Deepak Patel (DIN 00074140) as a Director of the Company :The Board of Directors at their meeting held on 30th March, 2015 appointed Mrs. Rinaben Deepak Patel (DIN 00074140)as an Additional Director of the Company to hold office up to the ensuing Annual General Meeting of the Members of theCompany.Notice along-with requisite deposit as required pursuant to the provisions of Section 160 of the Companies Act, 2013 (theAct) has been received from a Member proposing the candidature of Mrs. Rinaben Deepak Patel as a Director (Non-Executive – Non-Independent) of the Company liable to retire by rotation.Mrs. Rinaben Deepak Patel is not disqualified from being appointed as a Director in terms of Section 164 of the Act andhas given her consent to act as a Director. Mrs. Rinaben Deepak Patel possesses appropriate skills, expertise andknowledge in accounts and general administration. A brief profile of Mrs. Rinaben Deepak Patel and names of companiesin which she is a Director / interested as stipulated under the Companies Act, 2013 and rules made thereunder areannexed to this Notice.
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Mrs. Rinaben Deepak Patel is sister of Mr. Jayeshkumar Patel, Managing Director of the Company. Considering hereminence, rich experience, it will be in the best interest of the Company to appoint her as a Director (Non-Executive –Non-Independent) liable to retire by rotation. The Board considers that her continued association would be of immensebenefit to the Company.The Board recommends passing of the said resolution by way of an Ordinary Resolution for the approval of the membersof the Company.Except Mr. Jayeshkumar Patel, Managing Director and Mrs. Rinaben Deepak Patel, Director of the Company and theirrelatives, none of the other directors or key managerial personnel or their relatives, is, in anyway, concerned ofinterested, financial or otherwise, in the above said resolution.
ITEM NO. 5 :The Board of Directors at its meeting held on 28th May, 2015 approved the entering into / ratification of a related partytransactions in the nature of taking on lease the office premises situated at 301, Parshwa, Opp. Rajpath Club, S. G.Highway, Bodakdev, Ahmedabad – 380054.Pursuant to Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014, the particulars of transaction withrelated party is given below:(a) Name of the related party : Mrs. Indiraben Patel(b) Name of the director or key Managerial personnel who is related : Mr. Jayeshkumar Patel and Mrs. Rinaben
Deepak Patel(c) Nature of relationship : Mrs. Indiraben Patel is mother of Mr. Jayeshkumar Patel, Managing Director and Mrs.
Rinaben Deepak Patel, Director(d) Nature, material terms, monetary value and particulars of contract or arrangement: At present, the Company pays
Rs. 78,000/- per month and applicable service tax as rent for the office premises as mentioned above, which mayextend upto Rs. 1,00,000/- per month and applicable service tax.
In view of Section 188(c) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and itspowers) Rules, 2014, though the amount of transaction is on arm’s length basis, since the amount of rent is more than10% of the turnover of the Company, it is thought fit to obtain approval of members of the Company by way of a specialresolution.As such the Directors of the Company recommend for your approval, the resolution mentioned in this item.Except Mr. Jayeshkumar Patel, Managing Director and Mrs. Rinaben Deepak Patel, Director of the Company and theirrelatives, none of the other directors or key managerial personnel or their relatives, is, in anyway, concerned ofinterested, financial or otherwise, in the above said resolution.
By Order of Board of Directors
Place : Ahmedabad Jayeshkumar PatelDate : 14th August, 2015 Chairman & Managing Director
(DIN 00907323)Registered Office :501/1, Parshwa,Opp. Rajpath Club,S. G. Highway, Bodakdev,Ahmedabad - 380 054.
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BOARDS’ REPORT
ToThe MembersOzone World Limited(Formerly Anand Lease and Finance Limited)Ahmedabad.
Your Directors have pleasure in submitting herewith the 26th Annual Report of the Company with the audited statementsof accounts for the year ended 31st March, 2015.
1. FINANCIAL SUMMARY OR HIGHLIGHTS : (Amount in Rupees)
Net Profit before Finance Cost, Depreciation & Tax 32,22,183 50,65,272
Less : Finance Costs 18,29,585 33,46,319
Depreciation & Amortization Expenses 1,082 2,531
Net Profit before Tax 13,91,516 17,16,422
Less : Tax Expenses 4,38,088 7,62,626
Profit available for Appropriation 9,53,428 9,53,796
2. Operation / State of the Company’s Affairs :The Company is presently engaged in the business of trading of commodities / goods and in real estate businessthrough investment in partnership firm. Further the company is proposing to directly engage in the business of realestate and infrastructure.
The total revenue of the Company was Rs. 74,53,093/- during the financial year 2014-2015 compared to Rs.1,94,85,900/- of previous financial year. The net profit after tax was Rs. 9,53,428/- during the financial year 2014-2015 compared to Rs. 9,53,796/- of previous financial year.
3. Change in the nature of business, If Any :There is no change in the nature of business of the Company during the financial year ended on 31st March,2015.
4. Transfer to Reserves & Dividend :The Board of Directors do not propose to carry any amount to any reserves. Further in view of the inadequateprofit, your Directors do not recommend any dividend for the year ended on 31st March, 2015.
5. Material changes and commitments after the end of Financial Year :Between the end of the financial year of the Company as on 31st March 2015 and the date of the Board’s report,there are no material changes and commitments, which have any effect on the financial position of the Company.
6. Extract of the Annual Return :The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) of the Companies Act,2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as“Annexure – A”.
7. Forfeiture of Partly Paid Equity Shares and Capital :During the financial year, the Board of Directors of the Company at their meeting held on 12th November, 2014, inexercise of the powers conferred by Articles of Association of the Company, forfeited 2,17,100 partly paid-upequity shares held by various member of the Company, in respect of which an aggregate sum of Rs. 10,85,500/-remained unpaid despite of issuing individual notices to each such member.
Further the Board of Directors of the Company has cancelled those 2,17,100 forfeited equity shares and accordingly,an amount of Rs. 10,85,500/- received on account of part payment on 2,17,100 forfeited equity shares was
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transferred from the “Share Capital Account” to the “Capital Reserve Account” in the books of account of theCompany.
After forfeiture and cancellation as above, the paid-up share capital of the Company is Rs. 3,69,91,140/- comprisingof 36,99,114 fully paid up equity shares of Rs. 10/- each.
Further, consequent to the forfeiture of partly paid up equity shares, Central Depository Services (India) Limitedhas deactivated ISIN IN9583K01014 for partly paid up shares.
8. Listing on Stock Exchanges :The equity shares of the Company are listed on Ahmedabad Stock Exchange Limited and Jaipur Stock ExchangeLimited. The SEBI vide order dated March 23, 2015 allowed the exit of Jaipur Stock Exchange Limited andconsequently, the Company ceased to be listed on Jaipur Stock Exchange Limited.
Further, pursuant to the SEBI Circulars for exclusively listed companies of de-recognised / Non-operational /existed stock exchanges, the Company has made an application for direct listing with BSE Limited for listing of36,99,114 equity shares of Rs. 10/- each. BSE Limited vide its letter dated August 4, 2015 granted In-Principleapproval under direct listing norms.
9. Number of Meetings of the Board :During the financial year, 8 (eight) meetings of the Board of Directors of the Company were held on 30th May2014, 19th July 2014, 14th August 2014, 11th October 2014, 1st November 2014, 12th November 2014, 13thFebruary 2015 and 30th March 2015. The intervening gap between the meetings was within the period prescribedunder the Companies Act, 2013.
Number of Meetings attended by each Director during financial year 2014-2015 :
Name of Director No. of Meeting held No. of Meetingsduring the year / tenure attended
Mr. Jayeshkumar Patel 8 8
Mr. Pranay Patel 8 8
Mr. Deepak Patel 8 7
Mr. Dilipkumar Patel 8 8
Mr. Suresh Patel 8 8
Mr. Anand Patel 8 7
Mrs. Rinaben Deepak Patel 1 1
10. Committees :Pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder and the ListingAgreement, the Company has constituted the following Committees:
(A) Audit Committee :The Audit Committee was constituted by the Company as per Clause 49 of the Listing Agreement. The termsof reference and the power of the Audit Committee are realigned as per the provisions of Section 177 of theCompanies Act, 2013.
The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-ExecutiveDirector is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mr. JayeshkumarPatel, Managing Director are members of the Audit Committee.
During the financial year 2014-2015, four meetings of the Audit Committee were held on 30th May 2014, 14thAugust 2014, 12th November 2014 and 13th February 2015. All the members of the Audit Committee werepresent in all the four meetings.
(B) Stakeholders Relationship Committee :The Stakeholders Relationship Committee was constituted by the Company as per Clause 49 of the ListingAgreement, which is also in compliance with the provisions of Section 178 of the Companies Act, 2013.
During the financial year, due to the resignation of Mr. Anand Patel and Mr. Deepak Patel as Directors of theCompany, the Stakeholders Relationship Committee was re-constituted w.e.f. 30th March, 2015. The
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Stakeholders Relationship Committee comprises of three members i.e. Mr. Suresh Patel, Independent &Non-Executive Director is the Chairman and Mr. Dilipkumar Patel, Independent & Non-Executive Director andMr. Jayeshkumar Patel, Managing Director are members of the Stakeholders Relationship Committee. TheCommittee looks into the redressal of investors complaints like delay in transfer of shares, non-receipt ofannual reports etc.
During the financial year 2014-2015, the Company has received two complaints from one shareholder andboth the complaints were resolved.
During the financial year 2014-2015, five meetings of the Stakeholders Relationship Committee were held on30th May 2014, 14th August 2014, 12th November 2014, 13th February 2015 and 30th March 2015. All themembers of the Stakeholders Relationship Committee were present in all the five meetings.
(C) Nomination and Remuneration Committee :The Nomination and Remuneration Committee was constituted by the Company on 30th May, 2014 as perthe provisions of Section 178 of the Companies Act, 2013.
During the financial year, due to the resignation of Mr. Anand Patel as Director of the Company, theNomination and Remuneration Committee was re-constituted w.e.f. 30th March, 2015. The Nomination andRemuneration Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mrs.Rinaben Deepak Patel, Non-Executive Director are members of the Nomination and Remuneration Committee.
During the financial year 2014-2015, three meetings of the Nomination and Remuneration Committee wereheld on 14th August 2014, 1st November 2014 and 30th March 2015. All the members of the Nomination andRemuneration Committee were present in all the three meetings.
11. Directors’ Responsibility Statement :In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors of theCompany hereby confirms that –
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-withproper explanation relating to material departures, if any;
(b) The Directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial control to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
12. Auditors & Auditors Report :M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 137193W ), the StatutoryAuditors of the Company were re-appointed to hold office from the conclusion of 25th Annual General Meeting tillthe conclusion of the 28th Annual General Meeting of the Company.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, theappointment of statutory auditors is required to be ratified at every annual general meeting of the Company. Assuch, it is proposed to ratify the appointment of M/s S. D. Mehta & Co. as statutory auditors to hold the officefrom the conclusion of this 26th Annual General Meeting till the conclusion of the 27th Annual General Meeting tobe held in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015-2016.
Your directors recommend their appointment as statutory auditors.
There are no qualification or reservation or adverse remark or disclaimer in the Auditors Report and hence does notrequire any further clarification / comments.
OZONE WORLD LIMITED 26TH Annual Report
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13. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, hasbeen provided in Note No. 1.08, 1.09 and 1.13 of the notes to the financial statement which form part of thisAnnual Report. The company has not given any guarantee during the financial year.
14. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188of the Companies Act, 2013 :The Company has pursuant to the approval of Audit Committee and the Board of Directors of the Company,entered into related party transactions. The said transactions entered by the company with Related Parties were,broadly, at arm’s length basis.
The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2015 isgiven in Note No. 2.14 of the financial statements of the Company.
15. Directors and Key Managerial Personnel :i. Cessation :
Mr. Pranay Patel (DIN 00907300), Mr. Deepak Patel (DIN 00074076) and Mr. Anand Patel (DIN 00049567),Directors of the Company have resigned with effect from 30th March, 2015.
The Board places on record its appreciation for the services rendered by them during their tenure asDirectors of the Company.
ii. Retirement by Rotation :In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of the Articlesof Association of the Company, Mr. Jayeshkumar Patel (DIN 00907323) will retire by rotation at the ensuingAnnual General Meeting and being eligible, offer himself for reappointment. The Board recommends hisreappointment.
iii. Appointment of Additional Director :Mr. Rinaben Deepal Patel was appointed as an Additional Woman Director pursuant to section 161(1) of theCompanies Act, 2013, to hold office till the conclusion of next Annual General Meeting. It is proposed toappoint her as a Director at the ensuing Annual General Meeting of the Company.
iv. Key Managerial Personnel :Pursuant to the provisions of section 203 of the Companies Act, 2013, Mr. Jayeshkumar Patel (DIN00907323) was appointed as a Managing Director with effect from 15th August, 2014 and Mr. Maneklal S.Patel was appointed as Company Secretary with effect from 1st November, 2014 and Mr. Nilesh R. Joshiwas appointed as a Chief Financial Officer with effect from 30th March, 2015.
v. Profile of Directors seeking appointment / re-appointment :As required under the provision of listing agreement and secretarial standard-2, the profile of directorsseeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the noticeconvening 26th Annual General Meeting.
vi. Independent Directors :The Independent Directors have submitted their declarations of independence, as required pursuant to theprovisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independenceas provided in section 149(6) of the Act.
vii. Annual Evaluation of Board’s Performance :In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies(Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself,the Directors individually as well as the evaluation of its committees.
The Board has evaluated the composition of the Board, its committees, experience and expertise, performanceof duties and obligations, governance issues etc. Performance of individual Directors and Chairman was alsocarried out in terms of adherence to code of conduct, participation in board meetings, implementing corporategovernance practices etc. The Directors expressed their satisfaction with the evaluation process.
viii. Nomination and Remuneration Policy :The Board of Directors of the Company has, on recommendation of the Nomination and RemunerationCommittee, framed and adopted a policy for selection and appointment of Directors and Key Managerial
26TH Annual Report OZONE WORLD LIMITED
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Personnel and their remuneration. The terms of reference and other matters related to Nomination andRemuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.
16. Secretarial Audit Report :Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s AshwinJ. Patel & Associates, Practicing Company Secretary to undertake the secretarial audit for the financial yearended on 31st March, 2015. The Secretarial Audit Report is attached herewith as “Annexure – B”.
There are no qualification or reservation or adverse remark or disclaimer in the Secretarial Audit Report.
17. Fixed Deposit :During the financial year 2014-15, the Company has not accepted any deposit within the meaning of section 73and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :In view of the nature of the business activities of the Company related to trading of commodities and real estate,the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is notapplicable. There was no foreign exchange earning and outgo during the financial year.
19. Risk Management :The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk anddevelop action plans to mitigate those risks, to assess the risks on periodical basis including effective control andmanagement reporting system etc.
In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of theCompany.
20. Whistle Blower Policy / Vigil Mechanism :The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly theBoard of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provisionof Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination, harassment, victimization or anyother unfair practice being adopted against them.
21. Significant and Material Orders passed by Regulators :There were no significant and material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company’s operation in future.
22. Adequacy of Internal Financial Controls :The Company has put in place adequate internal financial controls with reference to the financial statements.During the financial year, such internal financial controls were operating effectively and it is commensurate withthe size of the Company and the nature of business of the Company.
23. Particulars of Employees :The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employeesare given in “Annexure- C”.
24. Corporate Governance And Management Discussion And Analysis Report :Pursuant to the SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2014 for amendments toClause 49 of the Listing Agreement, Clause 49 related to Corporate Governance is not applicable to companieshaving paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as onthe last day of the previous financial year.
As the paid up share capital and net worth of the Company is below the threshold limit as mentioned above, theReport on Corporate Governance and Management Discussion and Analysis Report is not applicable the Company.
25. Other Disclosures :(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to theCompany.
OZONE WORLD LIMITED 26TH Annual Report
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(b) The Company does not have any subsidiary, joint venture or associate company during the financial year andno company have become or ceased to be subsidiary, joint venture or associate company during thefinancial year.
(c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
(d) The Company has not issued sweat equity shares to its directors or employees.
(e) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.
(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.
(g) During the year the Company has not received any complaints under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
26. Acknowledgement :The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers,customers, auditors and government authorities for their support and co-operation.
EXTRACT OF ANNUAL RETURNas on the 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 L65910GJ1989PLC012835(ii) Registration Date 05/10/1989(iii) Name of the Company Ozone World Limited
(Formerly Anand Lease and Finance Limited)(iv) Category / Sub-Category of the Company Company limited by shares
Indian Non-Government Company(v) Address of the Registered of the Company 501/1, Parshwa, Opp. Rajpath Club,
and contact details S. G. Highway, Bodakdev, Ahmedabad - 380054Tel: 079 - 26873755 Fax: 079 - 26871756Email: [email protected]
(vi) Whether listed company Yes(vii) Name, Address and Contact details of Link Intime India Pvt. Ltd. Unit No. 303, 3rd Floor,
Registrar and Transfer Agent, if any Shopperes Plaza V, Opp. Municipal Market, BehindShoppers Plaza II, Off C. G. Road, Ahmedabad-380 009.Contact No. (079) 26465179 Fax No.(079) 26465179E-mail : [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
S. Name and Description of main products / services NIC Code of the % to total turnoverN. Product/service of the company1 Wholesale Trading of agricultural raw materials 4620 100.00
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :
S. Name and address of the Company CIN/GLN Holding/Subsidiary/ % of ApplicableN. Associate shares Section
held————————————— Not Applicable ———————————————————————————-
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) :Note : During the financial year, the Board of Directors of the Company at their meeting held on 12
th November, 2014
forfeited 217100 partly paid up equity shares and as such the % of total shares and % change during the year is notcomparable.(i) Category-wise Shareholding :
Category of No. of Shares held at the No. of Shares held at the %Shareholders beginning of the year end of the year Change
Demat Physical Total % of Demat Physical Total % of duringTotal Total the
(i) Category-wise Shareholding :Category of No. of Shares held at the No. of Shares held at the %Shareholders beginning of the year end of the year Change
Demat Physical Total % of Demat Physical Total % of duringTotal Total the
(iii) Change in Promoters’ Shareholding (please specify, if there is no change) :S. Shareholding at the Cumulative ShareholdingN. beginning of the year during the year
No. of % of Total No. of % of TotalShares shares of the Shares shares of the
company companyThere is no change in the shareholding of the Promoter Group [Refer (ii) above]
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs andADRs) :
S. Shareholder’s Name Shareholding at Date Increase/ Reason CumulativeN. Beginning of the Decrease shareholding
year (01/04/2014) in share- during the yearFor each of the top 10 No. of % of total holding No. of % of totalshareholders shares shares during shares shares
S. Shareholder’s Name Shareholding at Date Increase/ Reason CumulativeN. Beginning of the Decrease shareholding
year (01/04/2014) in share- during the yearFor each of the top 10 No. of % of total holding No. of % of totalshareholders shares shares during shares shares
of the the year of theCompany Company
6 Panna Hasmukh Patel 35000 0.89 01/04/201412/01/2015 (35000) Transfer 0 0.0031/03/2015 0 0.00
(v) Shareholding of Directors and Key Managerial Personnel :S. For each of the Shareholding at Date Increase/ Reason CumulativeN. Directors and KMP Beginning of the Decrease shareholding
year (01/04/2014) in share- during the yearNo. of % of total holding No. of % of total
shares shares during shares sharesof the the year of the
6 Maneklal S. Patel (CS) 0 0.00 01/04/2014 —- —- 0 0.00—- —- No change 0 0.00
31/03/2015 0 0.00
V. INDEBTEDNESS :Indebtedness of the Company including interest outstanding / accrued but not due for payment.
(Amount in Rs.)Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtednessdeposits
Indebtedness at the beginning of the financial year(i) Principal Amount 0 0 0 0(ii) Interest due but not paid 0 0 0 0(iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 0 0 0 0Change in Indebtedness during the financial year- Addition 0 20,028,849 0 20,028,849- Reduction 0 0 0 0Net Change 0 20,028,849 0 20,028,849Indebtedness at the end of the financial year(i) Principal Amount 0 20,028,849 0 20,028,849(ii) Interest due but not paid 0 0 0 0(iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 0 20,028,849 0 20,028,849
OZONE WORLD LIMITED 26TH Annual Report
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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :A. Remuneration to Managing Director, Whole-time Directors and / or Manager
S. Particulars of Remuneration Mr. Jayeshkumar Patel Total AmountManaging Director (Rs.)
1. Gross salary(a) Salary as per provisions contained in section 17(1) of the Nil Nil
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961 Nil Nil
(c) Profits in lieu of salary under section 17(3) of IncomeTax Act, 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission
- as % of profit Nil Nil
- others, specify Nil Nil
5. Others, please specify Nil Nil
Total (A) Nil NilCeiling as per the Act (Rs.) Not Applicable Not Applicable
B. Remuneration to other directors :S. Particulars of Remuneration Name of Directors Total
Mr. Deepak Mr. Pranay Mr. Dilipkumar Mr. Suresh Mr. Anand AmountPatel Patel Patel Patel Patel (Rs.)
1. Independent Directors- Fee for attending board /
committee meetings Nil Nil Nil Nil Nil Nil
- Commission Nil Nil Nil Nil Nil Nil
- Others, please specify Nil Nil Nil Nil Nil Nil
Total (1) Nil Nil Nil Nil Nil Nil2. Other Non-Executive Directors
Note : Mr. Maneklal S. Patel was appointed as Company Secretary with effect from 1st November, 2014 and Mr. NileshJoshi was appointed as Chief Financial Officer with effect from 30th March, 2015.
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :Type Section of the Brief Details of Penalty/ Authority Appeal made
SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
ToThe Members,Ozone World Limited501/1, Parshwa,Opp. Rajpath Club,S. G. Highway, Bodakdev,Ahmedabad - 380054We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Ozone World Limited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressingour opinion thereon.Based on our verification of Ozone World Limited’s books, papers, minutes books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company, its officers, agents andauthorised representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Companyhas, during the audit period covering the financial year ended on 31st March, 2015 (‘Audit Period’)generally compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism 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 OzoneWorld Limited (CIN : L65910GJ1989PLC0012835) having its Registered office at 501/1, Parshwa, Opp. Rajpath Club,S. G. Highway, Bodakdev, Ahmedabad – 380054 for the financial year ended on 31st March, 2015 according to theprovisions 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 theCompany 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 PurchaseScheme) 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 (Notapplicable 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;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicableto the Company during the Audit Period); and
26TH Annual Report OZONE WORLD LIMITED
21
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to theCompany 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 notified hence not applicable to
the Company during Audit Period).(ii) The Listing Agreements entered into by the Company with Ahmedabad Stock Exchange Limited and Jaipur Stock
Exchange Limited ( Except Clause 49, which was not applicable to the Company with effect from 1st October,2014 as per SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2014).
During the period under review, the Company has broadly complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards etc. mentioned above.We further report that :The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place during theperiod 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 wereusually sent seven days in advance, and a system exists for seeking and obtaining further information and clarificationson 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 theminutes.We further report that there are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.We further report that during the audit period, following are the specific events / actions having a major bearing on theCompany’s affairs:1. Approval of members through special resolution for borrowing limit upto Rs. 250 Crores as per Section 180(1)(c) of
the Companies Act, 2013.2. Approval of members through special resolution for authority to charge / mortgage assets of the Company as per
Section 180(1)(a) of the Companies Act, 2013.3. Forfeiture of 217100 partly paid up equity shares for non-payment of call money and cancellation of the said
217100 forfeited partly paid up equity shares.
For Ashwin J. Patel & AssociatesCompany Secretaries
Note : This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral partof this report.
OZONE WORLD LIMITED 26TH Annual Report
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ANNEXURE - AToThe Members,Ozone World Limited501/1, Parshwa,Opp. Rajpath Club,S. G. Highway, Bodakdev,Ahmedabad - 380054.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility isto express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. We believe that the processes ad practices, we followed providea reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.
For Ashwin J. Patel & AssociatesCompany Secretaries
Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1 Ratio of the remuneration of each director to the median remuneration of the employees of the Company and thepercentage increase in remuneration of Directors & Key Managerial Personnel (KMP) in the Financial Year :
S. Name of Director/KMP Designation Ratio of Remuneration PercentageN. of each Director to increase in
Median Remuneration Remunerationto employees during
FY 2014-20151 Mr. Jayeshkumar Patel Chairman & No remuneration was N.A.
Managing Director paid during theFinancial year 2014-2015
2 Mr. Deepak Patel Director3 Mr. Pranay Patel Director4 Mr. Dilipkumar Patel Independent Director5 Mr. Suresh Patel Independent Director6 Mr. Anand Patel Independent Director7 Mrs. Rinaben Deepak Patel Director6 Mr. Nilesh Joshi* CFO Not Applicable N.A.7 Mr. Maneklal Patel* Company Secretary Not Applicable N.A.
* There was no increase in remuneration of Mr. Nilesh Joshi, CFO as he was appointed on 30th March, 2015 andMr. Maneklal Patel, Company Secretary as he was appointed on 1
st November, 2014.
2. There was no increase in the median remuneration of employees in the financial year.3. There were 3 permanent employees on the rolls of the company as on 31
st March, 2015.
4. Average increase in the remuneration of employees would be based on individual performance and criteria set outby the management. The Net Profit after Tax was decreased by 0.04%, while there was no increase in theremuneration of employees.
5. The Net Profit after Tax was decreased by 0.04%, while no remuneration was paid to Managing Director and therewas no increase in the remuneration of other KMP during the financial year.
6. As the Company was listed on regional stock exchanges i.e. Ahmedabad Stock Exchange Limited and JaipurStock Exchange Limited, where the trading in equity shares was not operational since long, the variations in themarket capitalisation of the Company, price earnings ratio and percentage increase or decrease in the marketquotations of the shares is not available.The Company came out with Initial Public Offer in March, 1996 at a price of Rs. 10/- per equity share.
7. There was no average percentile increase in the salaries of employees or managerial personnel during thefinancial year and as such its comparison is not applicable.
8. There is no variable component of remuneration availed by any of the Directors during the financial year.9. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during the year is not applicable.10. The company affirms that the remuneration paid, if any is as per the remuneration Policy.11. During the year there is no employee employed throughout the financial year or part of the financial year receiving
remuneration in aggregate of not less than Rs. 5 lakh per month or Rs. 60 lakhs per year as per Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
OZONE WORLD LIMITED 26TH Annual Report
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Independent Auditor’s ReportToThe Members ofOzone World Ltd.
Report on the Financial Statements :We have audited the accompanying financial statements of Ozone World Ltd.(the Company), which comprise theBalance Sheet as at March 31, 2015, the Statement of Profit & Loss, the Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for theFinancial Statements :The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(the Act) with respect to the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of thecompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent and the design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and fair presentation of the financial statements that gives true and fair view and are free frommaterial misstatement, whether due to fraud or error.
Auditor’s Responsibility :Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, theauditor considers internal financial control relevant to the Company’s preparation of the financial statements that givestrue and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates madeby the Company’s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the financial statements.
Opinion :In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;
(b) in the case of the statement of Profit and Loss, of the profit / loss for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements :1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order.
26TH Annual Report OZONE WORLD LIMITED
25
2. As required by section 143(3) of the Act, we report that :
a. We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;
c. The Balance Sheet, the Statement of Profit & Loss and Cash Flow statement dealt with by this Report are inagreement with the books of account;
d. In our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement comply with theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.
e. On the basis of written representations received from the directors as on March 31, 2015 and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from beingappointed as a director in terms of Section 164(2) of the Companies Act, 2013.
f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules,2014, in our opinion and to the best of our information and accordingto the explanations given to us:
i. Company does not have any pending litigations which would impact its financial position.
ii. Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.
For, S.D. Mehta & Co.Chartered Accountants
Shaishav D. MehtaPlace : Ahmedabad PartnerDate : 28/05/2015 M. No. 32891
OZONE WORLD LIMITED 26TH Annual Report
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Annexure to the Auditors’ Report
The Annexure referred to in our report to the members of Ozone World Ltd. for the year Ended on 31st March, 2015. We
report that :
(i) a) The company is maintaining proper records showing full particulars, including quantitative details and situa-tion of fixed assets.
b) The fixed assets have been physically verified by the management at reasonable intervals. No materialdiscrepancies were noticed on such verification.
(ii) (a), (b) & (c) : As the company does not have any inventory, the question of physical verification, procedure ofphysical verification or maintaining proper records of inventory do notarise.
(iii) a) The company has granted loans to the parties covered in the register maintained under section 189 of theCompanies Act’ 2013. In respect of said loan, the maximum amount outstanding at any time during the yearwas Rs. 20,23,16,872 and the year-end balance is Rs. 17,06,30,436.
b) The receipt of the principal amount and interest are also regular.
c) No amount is overdue.
(iv) There is an adequate internal control system commensurate with the size of the company and the nature of itsbusiness, for the purchase of inventory and fixed assets and for sale of goods and services. There is no continuingfailure to correct major weaknesses, if any in internal control system.
(v) The company has not accepted deposits within the meaning of sections 73 to 76 of the Act and rules framed thereunder.
(vi) The central government has not prescribed maintenance of cost records under sub-section (1) of section 148 ofthe Companies Act, 2013.
(vii) (a) & (b) : The company is regular in depositing undisputed statutory dues including provident fund, employeesstate insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax,cess and any other statutory dues, where applicable; with the appropriate authorities.
(c) The Company is not required to transfer any amount to investor education and protection fund in accordancewith the relevant provisions of the Companies Act, 2013.
(vii) The company does not have any accumulated losses. Also, the company has not incurred any cash loss duringthe financial year under report or in the immediately preceding financial year.
(ix) As the company has not taken any loans from financial institutions or banks or issued any debentures, there isno question of default in repayment of dues.
(x) The company has not given any guarantees for loans taken by others from bank or financial institutions.
(xi) The company has not taken any term loan.
(xii) No fraud on or by the company has been noticed or reported during the year.
For, S.D. Mehta & Co.Chartered Accountants
Shaishav D. MehtaPlace : Ahmedabad PartnerDate : 28/05/2015 M. No. 32891
26TH Annual Report OZONE WORLD LIMITED
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BALANCE SHEET AS AT 31ST MARCH, 2015(In Rupees)
PARTICULARS NOTE AS AT AS ATNO. MARCH 31, 2015 MARCH 31, 2014
I. EQUITY AND LIABILITIES :(1) Shareholders’ funds :
(a) Share capital 1.01 36,991,140 37,921,640(b) Reserves and Surplus 1.02 9,816,720 7,780,920
(2) Share application money, pending allotment -- --(3) Non Current liabilities :
(a) Long-term borrowings 1.03 20,028,849 --(4) Non Current liabilities :
(a) Trade Payable 1.04 1,504,115 --(b) Other current liabilities 1.05 3,483 2,134(c) Short term provisions 1.06 196,050 --
(2) Current assets :(a) Trade Receivables 1.11 77,402 77,402(b) Cash and Bank balances 1.12 1,564,863 86,019(c) Short term loans and advances 1.13 208,000 81,000(d) Other current assets 1.14 671,462 679,564
TOTAL 68,540,357 45,704,694
Significant Accounting Policies andNotes to the Accounts as per Note 1 & 2
As per our report of even date attached
For S. D. Mehta & Co. For and on behalf of the Board of DirectorsChartered Accountants
Shaishav D. Mehta Jayeshkumar Patel Dilipkumar PatelPartner Managing Director DirectorMembership No. 32891 DIN : 00907323 DIN : 01692190
Date : 28/05/2015 Maneklal Patel Nilesh JoshiPlace : Ahmedabad Company Secretary Chief Financial Officer
OZONE WORLD LIMITED 26TH Annual Report
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PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31st MARCH, 2015(In Rupees)
PARTICULARS NOTE FOR THE FOR THEYEAR ENDED ENDED
NO. March 31, 2015 March 31, 2014
I. Revenue from Operations 1.15 1,598,083 12,690,262II. Other income 1.16 5,855,010 6,795,638III. Total Revenue 7,453,093 19,485,900
IV. EXPENSES :Cost of Material Consumed 1.17 1,501,812 12,696,884Employee Benefit Expenses 1.18 335,300 293,700Finance Costs 1.19 1,829,585 3,346,319Depreciation and amortization expense 1.20 1,082 2,531Other Expenses 1.21 2,393,798 1,430,044Total Expenses 6,061,577 17,769,478
V. Profit before Exceptional and Extraordinary Items and tax (III-IV) 1,391,516 1,716,422
VI. Exceptional Items -- --
VII. Profit before Extraordinary Items and tax (V-VI) 1,391,516 1,716,422
VIII. Extraordinary Items -- --
IX Profit before Tax (VII-VIII) 1,391,516 1,716,422
NET CASH IN FLOW / OUTFLOW FROM OPERATINGACTIVITIES AFTER TAX & EXTRAORDINARY ITEMS 2537000 13830607
(B) CASH FLOW FROM INVESTING ACTIVITIES :Add : Proceeds on account of changes in Investments 112851147 18903638Less : Purchase of Fixed Assets and Investments 0 0NET CASH INFLOW/OUTFLOW FROM INVESTING ACTIVITIES 112851147 18903638
(C) CASH FLOW FROM FINANCING ACTIVITIES :Add : Changes in Long term Loans 20028849 0
Proceeds of Share Capital 155000 0Less : Advances given 134093153 32627160Less : Repayment of loans 0 0NET CASH INFLOW/OUTFLOW FROM FINANCING ACTIVITIES -113909304 -32627160
(D) Net Increase / decrease in Cash and Cash equivalents 1478843 107085(E) Add : Cash & Cash Equivalents in the beginning of the year 86019 -21066(F) Cash & Cash Equivalents at the end of the year 1564862 86019
For S. D. Mehta & Co. For and on behalf of the Board of DirectorsChartered Accountants
Shaishav D. Mehta Jayeshkumar Patel Dilipkumar PatelPartner Managing Director DirectorMembership No. 32891 DIN : 00907323 DIN : 01692190
Date : 28/05/2015 Maneklal Patel Nilesh JoshiPlace : Ahmedabad Company Secretary Chief Financial Officer
OZONE WORLD LIMITED 26TH Annual Report
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NOTES ON ACCOUNTS(In Rupees)
Sr. Particulars As at As atNo. March 31, 2015 March 31, 2014
1.01 SHARE CAPITAL :(i) Authorised, Issued, Subscribed and Paid- Up Capital :(a) Authorised :
50,00,000 Equity shares of Rs 10/- each 50,000,000 50,000,000(Previous Year 50,00,000 Equity Shares of Rs. 10/- each)
TOTAL 50,000,000 50,000,000(b) Issued, Subscribed and Paid Up :
36,99,114 Equity Shares of Rs. 10/- Each Fully Paid up 36,991,140 36,681,140(Previous Year 36,68,114 Equity Shares of Rs. 10/- eachFully Paid up and 2,48,100 Equity Shares of Rs. 10/- eachPartly paid up - Rs. 5 per equity share) - 1,240,500
TOTAL 36,991,140 37,921,640
(II) Reconciliation of number of equity shares outstanding as at beginning and at the end of the reportingperiod, is as under :
(Nos.)Particulars As at As at
March 31, 2015 March 31, 2014Number of Shares Outstanding at the beginning of the year 3,916,214 3,916,214Add : Shares alloted during the year -- --Less: Shares Forfeited during the year 217,100 --Number of Equity shares outsntaidng at the end of the year 3,699,114 3,916,214
(iii) Rights , preferences and restrictions attached to Equity Shares :(a) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-.(b) Each holder of equity shares is entitled to one vote per share.(c) No member shall exercice any voting rights in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in regard to which the Company hasextercised any right of lien.
(d) In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive remainingassets of the Company, after distribution of all preferential amounts. The amount distributed will be inproportion to the number of equity shares held by the shareholders.
(iv) The details of shareholders holding more than 5 % of issued equity share capital is set out below :Sr. Name of Shareholder As at March 31, 2015 As at March 31, 2014No. No. of Shares % to Total No. of Shares % to Total1 Prakash Chandulal Patel 380,221 10.28 380,221 9.712 Deepak Manilal Patel 377,000 10.19 377,000 9.633 Jayeshkumar Kantilal Patel 376,618 10.18 376,618 9.624 Pranaykumar Kantilal Patel 374,085 10.11 374,085 9.55
1,507,924 40.76 1,507,924 38.50
(v) There were no shares reserved at the year-end for issue under options and contracts / commitments for the saleof shares / disinvestment.
(vi) There were no unpaid calls as on 31st March 2015.There were 2,48,100 partly paid up shares on 31st March 2014, out of which 31,000 shares were converted intofully paid up shares, on receipt of unpaid amount of Rs. 5/-per share and the remaining 2,17,100 shares wereforfeited as on 12th Nov 2014.
(vii) During the year, the Company has forfeited and cancelled 217100 partly paid-up equity shares on 12th November,2014 due to non-receipt of call money. Consequently, Rs. 10,85,500/- has been transferred from “Share CapitalAccount” to the “Capital Reserve Account”.
26TH Annual Report OZONE WORLD LIMITED
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NOTES ON ACCOUNTS(In Rupees)
Sr. Particulars As at As atNo. March 31, 2015 March 31, 2014
1.02 Reserves and Surplus :
(i) Capital Reserve 1,085,500 ---(ii) General Reserve
Opening Balance 20,570 20,570Less : Fixed assets written off during the year (See Note 2 - 2.07) (3,129) --Closing Balance 17,442 20,570
(iii) Surplus / (Deficit) in Statement of Profit & LossAs per Last Balance Sheet 7,760,350 6,806,554Add : Profit for the year 953,428 953,796Closing Balance 8,713,778 7,760,350
TOTAL 9,816,720 7,780,920
1.03 Long-term borrowings :
(i) From Others ( Inter Corporate Borrowings) 20,028,849 --
TOTAL 20,028,849 --
1.04 Trade Payables :
(i) Sundry creditors for goods & expenses 1,504,115 --
TOTAL 1,504,115 --
1.05 Other Current Liabilities :
(i) Miscellaneous 3,483 2,134
Total 3,483 2,134
1.06 Short term Provisions :
(i) TDS Payable 196,050 --
TOTAL 196,050 --
1.07 Fixed Assets :
SR. DESCRIPTION GROSS BLOCK DEPREICIATION AND AMORTISATION NET BLOCKNO. As at Additions Disposals/ As at As at For the On As At As at As At
April 1, during Written March 31, April 1, Year Disposals March 31, March 31, March 312014 the year off during 2015 2014 during 2015 2015 2014
Sr. Particulars As at As atNo. March 31, 2015 March 31, 2014
1.08 Non current investments :(i) Investment in Equity instruments (Unquoted) 1,800,000 1,800,000(ii) Investment in Partnership firm (132,547,675) (21,696,528)(iii) Investment in Property 6,038,000 8,038,000
TOTAL (124,709,675) (11,858,528)Details of Investment in Partnership FirmName of the Firm : Advance Realty DevelopersS. Names of Partners Capital Share ofN. each partner1 Ozone World Limited (132,547,675) 35%2 Deepak Manilal Patel 4,706,196 14%3 Jayeshkumar Kantilal Patel 2,197,505 15%4 Kanubhai Maganlal Patel 44,893 4%5 Prakash Chandulal Patel 4,418,987 13%6 Pranaykumar Kantilal Patel 2,812,288 13%7 Rajnikant Kanubhai Patel 46,009 3%8 Sandeep Kanubhai Patel 2,080,934 3%
TOTAL (116,240,861) 100%
1.09 Long term loans and advances :(i) Loans and advances to related parties :
Unsecured, considered good 170,630,436 56,566,872(ii) Other loans and advances
Unsecured, considered good 20,029,589 --
TOTAL 190,660,025 56,566,872
1.10 Other non current assests :(i) Others :
National Saving Certificate 40,000 40,000VAT Deposit 25,000 25,000
TOTAL 65,000 65,000
1.11 Trade Receivables :(i) Outstanding for period exceeding six months :
Unsecured, considered good 77,402 77,402
TOTAL 77,402 77,402
1.12 Cash and cash equivalents :(i) Balances with banks
Kotak Mahindra Bank Ltd. (33,137) 86,019
(ii) Cash on hand 1,598,000 --
TOTAL 1,564,863 86,019
26TH Annual Report OZONE WORLD LIMITED
33
NOTES ON ACCOUNTS(In Rupees)
Sr. Particulars As at As atNo. March 31, 2015 March 31, 2014
1.13 Short term loans and advances :(i) Others :
Unsecured, considered good 208,000 81,000
TOTAL 208,000 81,000
1.14 Other current assets :(i) Advance Tax 100,000 --(ii) TDS receivable 571,462 679,564
TOTAL 671,462 679,564
Sr. Particulars For the For theNo. year ended year ended
March 31, 2015 March 31, 2014
1.15 Revenue From Operations :Sales :(i) Sales of products 1,598,083 12,690,262
TOTAL 1,598,083 12,690,262
1.16 Other Income :(i) Interest income 5,852,450 6,795,638(ii) Other non-operating income
- Income Tax Refund 2,560 --
TOTAL 5,855,010 6,795,638
1.17 Cost of Materials Consumed :Opening Stock -- 12,696,884Plus : Purchase of stock in trade 1,501,812 --Less Closing Stock -- --
TOTAL 1,501,812 12,696,884
1.18 Employee Benefit Expenses :(i) Salaries and wages 335,300 293,700
1.22 Particulars of Auditors Remuneration :1 As Statutory Auditors 50,000 80,000
TOTAL 50,000 80,000
1.23 Earning Per Share (EPS) :Earning per share is calculated by dividing the net profit attributable to the equity shareholders by the weightedaverage number of equity shares outstanding during the year, as under :
Particulars Unit 2014-15 2013-14Net Profit as per Statement of Profit & Loss Statement Rs. 953,428 953,796Weighted average of number of equity shares outstanding during the year No. 3,699,114 3,916,214Basic Profit / (Loss) per share of face value of Rs. 10/- Each Rs. 0.26 0.24
Note 2 Disclosure of Significant Accounting Policies :
2.01 Basis of preparation of Financial Statements :The Financial statements are prepared to comply in all material respects with the Accounting Standards notifiedby the relevant provisions of Companies Act, 2013. The financial statements have been prepared under thehistorical cost convention on an accrual basis. The accounting policies have been consistently applied exceptwhere a newly issued Accounting Standard is initially adopted or a revision to an existing Accounting Standardrequires a change in the accounting policy hitherto in use.
2.02 Use of Estimates :The preparation of financial statement in conformity with generally accepted accounting principles requiresmanagement of the company to make estimates and assumptions that affect the reported amount of assets andliabilities and disclosure of contingent liabilities at the date of financial statements and the reported amount ofrevenues and expenses during the reporting period. Difference between actual results and estimates are recog-nized in the period in which the results are known / materialized.
2.03 Segmental Reporting :By applying the definitions of “business segment” and “geographical segment”, contained in AS-17, it is concludedthat there is neither more than one business segment nor more than one geographical segment and as such,segment information as per AS-17 is not required to be disclosed.
2.04 Revenue Recognition :Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.Revenue on sale of product is recognized on delivery of the product, when all significant contractual obligations
26TH Annual Report OZONE WORLD LIMITED
35
have been satisfied, the property in goods is transferred for a price, significant risk and reward of ownership havebeen transferred and no effective ownership control is retained. Interest income is recognized on time proportionbasis.
2.05 Foreign Currency Transactions :Transactions in foreign currency are accounted for at the exchange rates prevailing on the date of transactions.Exchange difference arising on foreign currency transactions settled during the year are recognized in the Profitand Loss Account for the year, other than exchange difference related to the liabilities for acquisition of fixedassets that are adjusted to the cost of the related fixed assets. All monetary items denominated in foreigncurrency are translated at exchange rates prevailing on the balance sheet date. The resultant exchange differ-ences are recognized in the Profit and Loss Account for the year, other than exchange differences related to theliabilities for acquisition of fixed assets that are adjusted to the cost of fixed assets.In the case of forward contracts, the difference between the forward rate and the exchange rate on the date of thetransaction is recognized in the Profit and Loss Account over the life of the contract, except in case of liabilitiesrelating to acquisition of fixed assets, which is adjusted to the carrying cost of the fixed asset.Amount remitted in foreign currency Rs. NILEarning in foreign currency on FOB basis Rs. NIL
2.06 Borrowing Costs :Borrowing costs directly attributable to the acquisition and construction of qualifying assets are capitalized as partof cost of such asset till such time the asset is ready for its intended use. A qualifying asset is one that requiressubstantial period of time to get ready for its intended use. All other borrowing costs, if any, are charged to Profitand Loss account as period cost.
2.07 Tangible Assets :Tangible assets are stated at cost less accumulated depreciation and impairment losses, if any. Direct costcomprises of all expenditure of capital in nature attributable to bringing the fixed asset to working condition for itsintended use and incidental expenses including interest relating to acquisition, until Tangible assets are ready touse be put to use.As per Companies Act, 2013, the assets whose useful life has expired as on 1st April, 2014 are written off duringthe year against reserves and surplus account.
2.08 Depreciation :Fixed assets include all expenditure of capital nature and are stated at cost (net of Cenvat, whenever applicable)less accumulated depreciation.In respect of addition and sale of assets during the period, depreciation is provided on periodical basis.The depreciation on the assets for the current financial year, is calculated on the basis of remaining useful life ofthe assets, as per Schedule II of the provisions of Companies Act’ 2013.
2.09 Investments :Non Current Investments are stated at cost. Provision for diminution in the value of non-current investments ismade, only if, in the opinion of the management, such a decline is regarded as being other than temporary.
2.10 Inventories :The company does not have any inventory as on 31st March 2015.
2.11 Cash and cash equivalent :Cash and cash equivalents for the purpose of the cash flow statements comprise cash at bank and in hand andshort term investments with an original maturity of three month or less.
2.12 Provisions, Contingent Liabilities and Contingent Assets :A provision is recognized when the company has a present obligation as a result of past event; it is probable thatan outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can bemade. Provisions are not discounted to its present value and are determined based on best estimate required tosettle the obligation at the balance sheet date. This are reviewed at each balance sheet date and adjusted toreflect the current best estimates. Contingent liabilities are not recognized but are disclose in the notes.Contingent assets are neither recognized nor disclosed in the financial statements.
2.13 Taxes on Income :Income tax expense comprises of current tax and deferred tax (charge or credit).Current tax is determined as the amount of tax payable in respect of taxable income for the year. Provision ismade for income tax annually based on the tax liability computed, after considering tax allowances and exemp-tions under the Income Tax Act, 1961.Deferred taxes measured based on the tax rates and the tax laws enacted or substantively enacted at thebalance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that
OZONE WORLD LIMITED 26TH Annual Report
36
sufficient future taxable income will be available against which such deferred tax assets can be realized. Insituations where the company has unabsorbed depreciation or carried forward tax losses all deferred tax assetsare recognized only if there is virtual certainty supported by convincing evidence that they can be realized againstfuture taxable profits.Deferred tax assets and deferred tax liability are reviewed for appropriateness of their respective carrying values ateach balance sheet date.
(In Rupees)Timing Difference Amount as per Amount as per Difference DTA / (DTL)
companies Act Income Tax ActDepreciation 1082 662 420 126
2.14 Related Party Disclosures :Related Party disclosures as required under the Accounting Standard (AS) – 18 on “Related Party Disclosures”notified in Companies (Accounting Standards) Rules, 2006 are given below:(A) Name of the related parties and description of relationship :
S. Description of Relationship Name of the Related PartyN. (With whom transactions has
taken place during the year)1. Enterprises having significant influence a) Ozone India Limited
b) Advance Realty Developers2. Relatives of Key Managerial Person a) Mrs. Indiraben Patel
(B) Details of Transactions with Related Parties during the year and balances outstanding as at March31, 2015 :
(In Rupees)S. Particulars Enterprise having significant Relatives of KeyN. influence Managerial Person
2014-15 2013-14 2014-15 2013-141 Rent paid - - 10,51,692 10,51,6922 Interest paid 17,95,719 33,18,638 - -3 Loans given 33,24,50,000 17,01,70,638 - -4 Repayment received of loans given 22,35,00,000 13,72,79,564 - -
2.15 General :(1) Any other accounting policy not specifically referred to are consistent with generally accepted accounting
principles.(2) Debit/credit balances under the head “Current liabilities“,“Sundry debtors”, “Unsecured loans” and “Loans and
advances” are subject to confirmation from respective parties.(3) On the basis of the information available with the company, there are no Micro, Small and Medium enterprise
to whom the company owes dues, which are outstanding for more than 45 days at the balance sheet date.(4) The Company does not have any Contingent liabilities in the nature of claims or guarantees.(5) The assets whose useful life has been expired as on 31.03.2014 are written off during the year against
general reserves.(6) Previous year’s figures have been regrouped, reclassified wherever necessary to correspond with the current
year’s classifications/disclosures.
For S. D. Mehta & Co. For and on behalf of the Board of DirectorsChartered AccountantsShaishav D. Mehta Jayeshkumar Patel Dilipkumar PatelPartner Managing Director DirectorMembership No. 32891 DIN : 00907323 DIN : 01692190Date : 28/05/2015 Maneklal Patel Nilesh JoshiPlace : Ahmedabad Company Secretary Chief Financial Officer
OZONE WORLD LIMITED(Formerly Anand Lease and Finance Limited)
ATTENDANCE SLIP(Please complete this Attendance slip and had it over at the entrance of the Meeting Hall)
Folio No. No. of SharesI hereby record my presence at the 26th Annual General Meeting of Ozone World Limited (Formerly Anand Lease and Finance Limited)held on Wednesday, 30th September, 2015 at 11.00 am. at the Registered Office of the Company at 501/1, Parshwa, Opp. RajpathClub, S. G. Highway, Bodakdev, Ahmedabad – 380054, Gujarat.
______________________________________Signature of Shareholder / Proxy
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014]
CIN : L65910GJ1989PLC012835Name of the Company : Ozone World LimitedRegistered Office : 501/1, Parshwa, Opp. Rajpath Club, S. G. Highway, Bodakdev, Ahmedabad - 380054, Gujarat, India.
Name of the member(s) :_____________________________________________________________________________Registered Address :_____________________________________________________________________________E-mail ID :_____________________________________________________________________________Folio No. / Client ID :_____________________________________________________________________________DP ID :_____________________________________________________________________________
I/We, being the member(s) of ________________________ shares of the above named company, hereby appoint
1. Name :____________________________________________________________________________________Address :____________________________________________________________________________________E-mail Id :__________________________________ Signature :________________________________ or failing him;
2. Name :____________________________________________________________________________________Address :____________________________________________________________________________________E-mail Id :__________________________________ Signature :________________________________ or failing him;
3. Name :____________________________________________________________________________________Address :____________________________________________________________________________________E-mail Id :__________________________________ Signature :________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the Company,to be held on Wednesday, 30th September, 2015 at 11:00 am at 501/1, Parshwa, Opp. Rajpath Club, S. G. Highway, Bodakdev,Ahmedabad – 380054 and at any adjournment thereof in respect of such resolutions as are indicated below :Ordinary Business :1. Ordinary Resolution for adoption of Audited Financial Statement for the year ended on 31st March, 20152. Ordinary Resolution for re-appointment of Mr. Jayeshkumar Patel (DIN 00907323) as a Director of the Company, who retires by
rotation3. Ordinary Resolution for ratification of appointment of M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration
No. 137193W) as Auditors of the Company and fixing their remunerationSpecial Business :4. Ordinary Resolution for appointment of Mrs. Rinaben Deepak Patel (DIN 00074140) as a Director of the Company5. Special Resolution for approval of related party transactionsSigned on this __________________ day of _______________ 2015
Signature of Shareholder ______________________________________
Signature of Proxy holder(s) ____________________________________Note :- This from of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,not less than 48 hours before the commencement of the Meeting.
AffixRevenueStamp of
not less thanRs. 0.15
If undelivered Please return to :Ozone World Limited(Formerly Anand Lease and Finance Limited)Registered Office :501/1, Parshwa, Opp. Rajpath Club,S. G. Highway, Bodakdev, Ahmedabad-380054.CIN : L65910GJ1989PLC012835Phone No. 079 – 26873755 Fax No. 079 - 26871756Website : www.ozoneworld.in Email : [email protected]
