The Board of Directors hereby presents the 22nd Annual Report on the business andoperations of your Company along with the Audited Statements of Accounts for the FinancialYear ended 31st March 2015.
|FINANCIAL HIGHLIGHTS || || |
| ||2014-2015 ||2013-2014 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Revenue from operations ||52887.17 ||25932.87 |
|Finance Cost ||109.06 ||144.25 |
|Depreciation and Amortization Expense ||1360.88 ||1364.65 |
|Profit before Tax ||(134.09) ||(13.94) |
|Provision for Tax || || |
|Current Tax || || |
|Deferred Tax Liabilities/ (Assets) ||153.43 ||108.22 |
|Profit/Loss after Tax ||19.34 ||94.28 |
Note: Previous year figures have been regrouped/ rearranged wherever necessary.
Due to inadequacy of profits during the year under report your Directors do notrecommend dividend on the Equity Shares of the Company.
REVIEW OF PERFORMANCE
During the year the Turnover of Company has substantially increased to Rs 52887.17Lacs as against Rs. 25932.87 Lacs in respect of the previous Financial Year ended 31stMarch 2014. The Profit after Tax is increased to Rs. 19.34 Lacs in the Financial Yearended 31st March 2015 as against Rs. 94.28 Lacs in the previous Financial yearended 31st March 2014 after considering deferred tax assets of Rs. 153.43 Lacs as against108.22 Lacs in the previous financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Section 203 of the Companies Act 2013 Ms. Monica Bohra wasappointed as the post of whole-time Company secretary and Compliance officer of theCompany w.e.f. 09 January 2014 In accordance with the Section 203 of the Companies Act2013 Mr. Ravindra Chitale was appointed as the post of Chief Financial officer of theCompany w.e.f. 14 August 2014 During the year under Report Mr. Gaje Singh Solanki andMs. Monica Bohra resigned on August 30 2014 and February 13 2015 respectively as thepost of whole-time Company secretary and Compliance officer of the Company. During theyear under Report Ms. Martina Keny (DIN No 07194903) as appointed has an AdditionalDirector w.e.f. 30th March 2015 and Shri Suraj Singh (DIN No 06923815) has been Appointedas an Addditional Director of the Company w.e.f. 14th August 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
MEETINGS OF THE BOARD
Six meetings of the Board of Directors and Four Meeting of audit committee were heldduring the year. For further details please refer report on corporate governance sectionin this Annual Report.
COMMITTEES OF THE BOARD
Currently the Board has Six committees: the audit committee nomination andremuneration committee Management and Finance Committee Sexual HarassmentCommittee stakeholders relationship committee and risk and Managementcommittee. All committees except the risk and Management committee consist entirely ofindependent directors.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
Pursuant to the provisions if the Companies Act 2013 and Clause 49 of the ListingAgreement The Nomination and Remuneration Committee have defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Director.
In accordance with the criteria and procedure the Independent Directorsconsidered/evaluated the Boards performancePerformance of the Chairman and otherNon-Independent Directors.
The Board has undergone a formal review which comprised Board effectiveness survey andreview of materials. The Board subsequently evaluated its own performance the working ofits committees (Audit Committee Nomination and RemunerationCommittee StakeholderRelationship Committee Risk Management Committee and Management and Finance Committee)and Independent Directors (without the participation of the relevant director) TheDirectors were evaluated on aspects such as attendance and contribution at Board /Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding the strategic agenda of the Board encouraging active engagement by all Boardmembers and motivating and providing guidance to the Managing Director and CEO Areas onwhich the Committees were assessed included degree of fulfillment of key responsibilitiesadequacy of Committee composition and effectiveness of meetings
The performance evaluation of Independent Directors was carried out by the entireBoard excluding the director being evaluated. The performance evaluation of the chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committee and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmers. The details ofsuch familiarization programmed shall be disclosed on the Companys website at thefollowing web link: http:// asahiind.com/wp/
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations Obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on that
c. that proper and sufficientcare has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls. alongwith corrective actions thereon are presented to the Audit Committee Significant of theBoard.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Companys website www.asahiind.com. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behaviour from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arms Length pricing basis. There were no materiallysignificant transactions with Related Parties during the financial year 2014-15 which werein conflict with the interest of the Company. Suitable disclosures as required under AS-18have been made in financial statements.
The Company has also adopted Related Party Transaction Policy as required under Clause49 of the Listing Agreement.
The Board has approved the policy on Related Party Transactions and MaterialSubsidiary. The policies have been uploaded on the Companys website under the weblink: http://asahiind.com/wp/related-party-transactions
Material changes and commitments affecting the financial position of the Company whichhave occurred between March 31 2015 and 5th August 2015:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2015) and the date of the Report (5thAugust 2015).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureB to the Boards report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of the employees drew remuneration of Rs. 6000000/- or more per annum/ Rs.500000/- or more per month during the year or drew remuneration in excess of theremuneration drawn by Managing Director or Whole-time Directors or Manager and does nothold either by himself or through his spouse or dependent children 2 per cent or moreequity shares of the company. The details of the employees remuneration is provided in theAnnexure C forming a part of Annual Report
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans investments guarantees and securities covered under the provision ofsection 186 of Companies Act 2013 are given in the notes to the financial statement.
The properties stock assets of your Company are adequately insured..
REPORT ON CORPORATE GOVERNANCE
The Company has complied with Corporate Governance Code as stipulated under Clause 49of the Listing Agreement. A separate section on Corporate Governance along with acertificate from M/s.A. F. Khasgiwala & Co. Statutory Auditors and Shri NarayanGhumatkar Managing Director confirming the compliance with the said Clause forms partof this report
HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business major gains can be scoredin the area of productivity management.
In view of this the Company has strengthened its people management throughperformance-linked incentives amenities training Multi-skilling and career pathidentification.
The Company is of firm belief that good Human Resource (HR) Management would ensuresuccess through high performance. HR strategy and plans of the Company are deeply embeddedwith the organizational goals. In order to enhance the manpower productivity the goal isset to increase the production capacity of the plant and rationalize the manpower throughscientific study. All the operational goals of the top management emanate from thebusiness plan. The goals of MD are shared with his subordinates who in turn share theirgoal with their respective subordinates and so on. Regular visits by HR team is being madeto the plant to meet the employees and also interaction meetings are conducted to gettheir feedback based on which HR policies are improved continuously. The process hasresulted in better employer-employee relationship.
The Company lays due emphasis on all-round development of its human resource. Hencetraining of the employees is aimed at systemic development of knowledge skills aptitudeand team work. Training is designed for the development of personal skills necessary forthe performance of the present job and to prepare them for future growth. Individualdevelopment is given top priority to groom high caliber manpower.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report which form an integral part of thisReport are set out as separate Annexure auditors of the Company regarding compliancewith the requirements of Corporate together with the Certificate Governance as stipulatedin Clause 49 of the Listing Agreement.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013. As required under section 204 (1) of the Companies Act2013 the Company has obtained a secretarial audit report. Certain observations made in thereport with regard to non filing of some forms were mainly due to ambiguity anduncertainty of the applicability of the same for the relevant period. However the companywould ensure in future that all the provisions are complied to the fullest extent.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/S Kothari Singhai & Associates a firm of company Secretaries in practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as
"Annexure D" COST AUDITOR
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear.
M/s. A. F. Khasgiwala & Co. Chartered Accountants (Membership No. 006491 FirmRegistration No. 105114W) had been appointed for a period of 3 (Three) consecutive yearsat the 21st Annual General Meeting of the Company held on 26th July 2014 subject toratification of such appointment by the Members at every subsequentAnnual General Meeting.Further the Company has received the consent and eligibility of the Statutory Auditorunder Sections 139 and 141 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 for continuing as the Auditors of the Company. As required under Clause 41 ofthe Listing Agreement the Auditor have also confirmed that they hold certificate issuedby valid the Peer Review Board of the Institute of Chartered Accountants of India. TheAudit Committee and the Board of Directors have recommended the ratification of theappointment of the StatutoryAuditor for the Financial Year 2015-16.
The necessary resolution is being placed before the shareholders for approval.
Your Directors place on record their appreciation of the assistance and supportextended by Banks Consultants Solicitors
Shareholders and Employees of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Martina Keny |
|Date: 5th August 2015 ||Chairperson |
ANNEXURE B TO THE DIRECTORS REPORT
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in subsection (1) of Section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto:
|1.Details of contracts or arrangements or transactions not atarms length basis ||: ||NIL |
|a) Name(s) of the related party and nature of relationship: || || |
|Name of party Relationship ||: ||NIL |
|b) Nature of contracts/arrangements/transactions ||: ||NIL |
|c) Duration of the contracts / arrangements/transactions ||: ||NIL |
|d) Salient terms of the contracts or arrangements or transactions including the value if any ||: ||NIL |
|e) Justification for entering into such contracts or arrangements or transactions ||: ||NIL |
|f) Date(s) of approval by the Board ||: ||NIL |
|g) Amount paid as advances if any ||: ||NIL |
|h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 ||: ||NIL |
2.Details of material contracts or arrangements or transactions at arms lengthbasis:
|a) Name of the related party and nature of relationship ||: ||NIL |
|b) Nature of transaction ||: ||NIL |
|c) Duration of transaction ||: ||NIL |
|d) Salient terms of the transaction including the value if any ||: || |
|e) Date of approval by the Board if any ||: || |
|f) Amount paid as advances if any ||: ||NIL |
| ||On behalf of the Board of Directors |
|Date: August 05 2015 || |
|Place: Mumbai ||Martina Keny |
| ||Chairperson |
[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]
1. The ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year:
(Explanation: (i) the expression median means the numerical valueseparating the higher half of a population from the lower half and the median of afinite list of numbers may be found by arranging all the observations from lowest value tohighest value and picking the middle one. (ii) If there is an even number of observationsthe median shall be the average of the two middle values.)
|Non Executive Directors ||Ratio to Median |
|Suraj Singh ||NIL |
Non Executive Directors are paid only Sitting Fees
|Executive Directors (*Managing Director) and (**Company Secretary) ||Ratio to Median |
|*Narayan Ghumatkar ||2.1:1 |
|**Gaje Singh Solanki ||0.7:1 |
2. The percentage increase in the remuneration of each Director Chief Financialofficer Company Secretary or Manager if any in the financial:
The ratio of each Director to the Median Remuneration of all employees who were on thepay roll of the Company and the percentage increase in remuneration of the Directorsduring financial year 2014-2015 are given below:
|Non Executive Directors ||Ratio to Median ||Percentage Increase in Remuneration |
|Suraj Singh ||NIL ||- |
Non Executive Directors are paid only Sitting Fees
|Executive Directors (*Managing Director) and (**Company Secretary) ||Ratio to Median ||Percentage Increase in Remuneration |
|*Narayan Ghumatkar ||2.1:1 ||- |
|**Gaje Singh Solanki ||0.7:1 ||- |
3. The percentage increase in the median remuneration of employees in the financialyear : 0 %
4. The number of permanent employees on the rolls of the Company: 9
5. The explanation on the relationship between average increase in remuneration andCompany performance:
Remuneration of employees has a close linkage with the performance of the Company. TheAnnual Performance Award (APA) which is a variable component in the remuneration for allthe management staff has direct correlation with the Companys performance. APA iscalculated based on both individual and Company performance. Company performance has ahigher weightage for senior positions and lower weightage for junior positions.
6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:
The Companys performance during 2014-15 was considered while approving thevariable pay and the increase in remuneration for the Key Managerial Personnel which wasincreased by an average of 0 % during the year
7. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:
During the year the Turnover of Company has substantially increased to Rs 52887.17Lacs as against Rs. 25932.87 Lacs in respect of the previous Financial Year ended 31stMarch 2014. The Profit after Tax is increased to Rs. 19.34 Lacs in the Financial Yearended 31st March 2015 as against Rs. 94.28Lacs in the previous Financial year ended 31 stMarch 2014 after considering deferred tax assets of Rs. 153.43 Lacs as against 108.22Lacs in the previous financial year.
8. The Key parameters for any variable component of remuneration availed by thedirectors
The variable component of Non-Executive Directors remuneration consists ofcommission. The distribution of commission among the Non-Executive Directors isrecommended by the Nomination and Remuneration Committee and approved by the Board. Thecommission is distributed on the basis of their attendance and contribution at the Boardand Committee Meetings as well as guidance provided to senior management other than atmeetings.
The Company pays remuneration by way of commission as variable component to theManaging Director. Commission is calculated with reference to the net profits of theCompany of the Company in a particular financial the Board of Directors at the end of thefinancial year based on the recommendations of the Nomination and Remuneration Committeesubject to the overall limit stipulated in the Companies Act 2013.
9. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: The highest paid director is the Managing Director. No employee hasreceived remuneration in excess of the Managing Director during the year.
10. Affirmation that the remuneration is as per the Remuneration policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.
ANNEXURE-D FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 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]
The Members ASAHI INDUSTRIES LIMITED
Ecomax Musrane Taluka Wada
Dist. Thane 421 312.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ASAHI INDUSTRIES LIMITED (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 (AuditPeriod) generally complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:
I. The Companies Act 2013 ("The Act") and the rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 ("SCRA") and the rulesmade 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 thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act"):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) 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 DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the AuditPeriod).
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulation 2014 notified on 28 October 2014.(Notapplicable to the Company during the Audit Period).
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period).
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the Audit Period); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period).
VI. Other laws including Labour Laws and Environmental laws and Sick IndustrialCompanies (Special Provision) Act 2013 applicable to the Company as per therepresentation and clarification given by the Company.
We have also examined compliance with the applicable clauses of the following:
I. Secretarial Standards issued by The Institute of Company Secretaries of India (Notapplicable to the Company during the Audit Period)
II. The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited;
During the period under review and as per representations and clarifications made theCompany has generally complied with the provisions of the Act Rules RegulationsGuidelines Standards etc. mentioned above subject to the following observations:
a) A separate meeting of Independent Directors without the attendance ofnon-independent directors and members of management were not held as required to be heldunder Schedule IV of the Act dureing the Audit Period.
b) The proof of dispatch of Postal ballot Notice in terms of rule 22(2) of theCompanies (Management and administration) Rules 2014 were not available for verificationfor the Audit Period and the same has been mentioned in the Scrutinizers Report dated 3September 2014.
c) The Company has not filled Annual Return (Foreign Liabilitiesand Assets) for theyear ended 31 March under the provision of Foreign Exchange Management Act 1999.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. All decision of Boardmeetings and committee meetings are carried unanimously as recorded in the minutes of themeetings of the Board of Directors or Committee of the Board as the case may be.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the Audit Period: a. The Company has made a freshreference before the Honble Board for Industrial and Financial Reconstruction undersection 15(1) of the Sick Industrial Companies (Special Provision) Act 2013.
| ||For Kothari Singhai & Associates |
| ||Nikita Kothari |
|Place: Mumbai || |
|Date: 04-08-2015 || |