DIRECTORS REPORT TO, THE MEMBERS OF MARKET CREATORS LIMITED LADIES AND GENTLEMEN, The Directors present herewith their 23* Annual Report on the affairs of the company together with the audited statement of accounts for the year ended on 31st March, 2015. DIVIDEND: In view of the current market scenario your Board does not recommend any dividend. OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS: With the improved stock market scenario, the total income of the Company has gone up from Rs.583.88 lacs to 734.48 lacs. The Company is gradually consolidating its business and is trying to explore new areas of expansion. However, in view of the fact that the Market has not matched to the level, the stock broking operation are under pressure. As the company is the member of National Stock Exchange of India Limited in Capital. F & O segment and Currency derivatives segment and the Member of Bombay Stock Exchange Limited in Capital and F & O segment, and also has Depository Participants status with The Central Depository Services (India) Limited and its associate is the Member of Multi Commodity Exchange of India Limited and National Commodity & Derivatives Exchange Limited. Your company has expanded its presence and the prospects of the company and its business looks robust. PARTICULARS OF EMPLOYEES: As there was no employee who is drawing remuneration of Rs.5,00,000/- per month or Rs. 60,00,000/- per annum. No particulars are required to be furnished under section 197(12) of the Companies Act, 2013 (the Act), r ead with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended. STATUTORY AUDITORS M/s SHAH & TALATI - Chartered Accountants, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and they are not disqualified for reappointment. SECRETARIAL AUDITOR The Board has appointed Ms. Swati Chaudhary, practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith market as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DIRECTORS RE SPONSIBILITY STATEMENT: As required under Section 134(3)(c) of the Companies Act, 1956, your Directors hereby confirm that, a) In the preparation of these Annual Accounts for the year ended March 31, 2015, applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departure from the same. b) These accounting policies are applied consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company as on 31st March, 2015 and in the case of Profit and Loss Account, of the loss of the company for the year ended on that date. c) Proper and sufficient care has been taken, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities. d) These annual accounts have been prepared on a going concern ba sis. CORPORATE GOVERNANCE: As per the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance is made part of this report and a certificate from the Company s Auditors confirming compliance is set out in the Annexure forming part of this report. Also a certification by the Whole-time director (CEO) confirming compliance by all the Board members & Senior Management Personnel with company s code of conduct are made a part of the Annual Report and is annexed herewith. The basic objective of corporate governance is ensuring commitment of the Board of Directors in managing the company in a transparent manner for maximizing long term shareholder value. A detailed report on the status of implementation of the Corporate Governance is as under: |