To The Members
Your Directors take pleasure in presenting their Twenty Sixth Annual Report and AuditedAccounts of the Company for the year ended 31st March 2016.
The summarized financial results for the year ended 31st March 2016 are as follows:-
Rupees in Lacs
| ||2014-2015 ||2015-16 |
|Total Income ||39.76 ||65.26 |
|Profit before Interest & Depreciation ||0.11 ||(-)3.03 |
|Interest: ||- ||- |
|Depreciation: ||0.01 ||0.01 |
| ||(-) 0.01 ||(-) 0.01 |
|Profit before tax ||0.10 ||(-)3.04 |
|Less: Tax Expenses ||0.03 ||- |
|Profit for the Year ||0.07 ||(-)3.04 |
|TDS receivables (-) adjusted against P&L A/c ||(-) 7.38 ||(-) 0.03 |
|Balance Loss (-) brought forward from previous year ||(-) 200.30 ||(-) 207.61 |
|Balance carried to Balance Sheet (Loss) ||(-) 207.61 ||(-) 210.68 |
Keeping in view the accumulated losses and the losses for the year under review thedirectors are unable to recommend payment of any dividend for the year under review.
As regards "other notes to Accounts" the directors wish to clarify that theloan has been advanced to Diadem enterprises duly complying with the relevant provisionsof the Companies act 2013 and is within the permissible limit laid down under theprovisions of the said Act. Pending deployment of funds in other Projects the companycould earn interest to meet its day to day expenses and other liabilities. The loan isrepayable on demand. The Company is in the process of identifying Projects wherein it caninvest its funds on the long term for the benefit of its shareholders.
Commercial operations of the company has just resumed on an experimental basis duringthe year under review. The new management has identified Packaging Business as a new area.The new management has the expertise and experience to run this type of business. In orderto enable the Company to undertake businesses as above it is proposed to amend the MainObjects Clause of the Memorandum of Association by adding the new objects.
The Company is proposing a Postal Ballot seeking the Shareholders approval by way ofSpecial Resolution to alter the Objects Clause of the Memorandum of Association so as todo the proposed packaging business. Alteration procedure will be complied as and whendiversification plans are finalized by the company.
Your Company will comply with the provisions of the Companies Act 2013 anddirections of the stock exchanges/SEBI/other Government authorities in connection with thealteration of the Objects clause of the Memorandum of Association.
The Company is proposing a Postal Ballot seeking the Shareholders approval by way ofSpecial Resolutions to alter the Objects Clause of the Memorandum of Association so as todo the proposed Packaging business and to make loans in excess of the limit laid downunder Section 186 of the Companies Act 2013 but limited to a maximum of amount ofRs.230.00 Lacs. Alteration procedure of Memorandum of Association will be complied whendiversification plans are finalized by the company. Postal Ballot Notice is being issuedto the shareholders separately. Though conducting of postal ballot was envisaged lastyear it could not be conducted due to some unavoidable circumstances.
Dr.Vemareddy Srutha Keerthi Director retires by rotation and is eligible forre-election. There is no other change in directorship
During the Financial Year ended 31.3.2016 Board Meetings held on 15.4.2015 25.5.20155.8.2015 23.9.2015 5.11.2015 and 8.2.2016.
Your Company has a policy of appointing adequately qualified persons only to the Boardkeeping in view the requirements of listing agreement with the stock exchanges and theCorporate Governance guidelines.
Shri V.Shankar and Shri Nirmal Kumar Dash independent directors on the board of theCompany have furnished a declaration to the company under Section 149(7) of theCompanies Act 2013 saying that they meet the criteria of independent director as laiddown under Section 149(6) of the Companies Act 2013. Independent directors hold oneseparate meeting every year.
They have been appointed for a period of five years and are not liable to retire byrotation.
The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd.Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. DiademEnterprises Pvt.Ltd. is the manufacturers of multi coloured labels for various products.
CORPORATE SOCIAL RESPONSIBILITY
The Company is fully aware of its corporate social responsibility. Your company is notpresently involved in any manufacturing activity. As it is involved in trading activitiesin a limited way right now it has very limited employees. When it expands its operationsit will earmark a part of its revenue for social initiatives in and around the area of itsoperations.
RISK MANAGEMENT POLICY
The Company will have a risk management policy as and when it restarts itstrading/manufacturing operations in a large scale. Companys risk will be coveredadequately by insurance policies in the long term.
Your Company has not accepted or invited any fixed deposits during the period underreview.
M/s. Prasan Associates Chartered Accountants Chennai continue as Statutory Auditorsof the company from the conclusion of the 25th AGM until the conclusion of the27th AnnualGeneral Meeting to be held in Sept. 2017. The Board has proposed the ratification ofappointment of M/s.Prasan Associates as Auditors from the conclusion of this AGM until theconclusion of the next AGM to be held in Sept.2017 by the Shareholders.
Pursuant to provisions of section 204 of the Companies Act 2013 and Companies(appointment appointment of Managerial Personnel) Rules 2014 the Board of Directors ofthe Company has appointed Mr.T. Durga Prasad Practising Company Chennai MembershipNo.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of theCompany for the Financial Year ended 31st March 2016. The Secretarial Audit Report in thePrescribed Form No. MR 3 is annexed as Annexure C.
Mr.Durga Prasad in his Audit report dated 10th August 2016 for the Financial year2015-16 have stated that the necessary compliance for alteration of Main Object was notcarried out during the Audit Period. The Directors are of the view that when ever theCompany finalise the diversification of the business activities the alteration of theMain Object Clause of the Memorandum will be carried out through Postal Ballot.
CHIEF FINANCIAL OFFICER
In accordance with the Rules Mr.G.Nandhivarman from Chennai has been appointed asChief Finance Officer of the Company during the Financial Year 2014-15. Mr.Nandhivarman isexperienced and adequately qualified to look after the financial affairs of the Company.He continues as Chief Financial Officer of the Company.
To comply with the Rules M/s.PandA Knowledge Services Management Consultants Chennaihave been appointed as Internal Auditors of the Company from the Financial Year 2014-15.M/s. PandA Knowledge Services are experienced and adequately qualified to look after theInternal Audit functions of the Company. Their appointment has been renewed and theycontinue as Internal Auditors.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are to be furnished pursuant to Section197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars which are required to be furnished pursuant to Section 134 ofthe Companies Act 2013 as the production activities of the Company remained suspendedduring the year under review. The company has neither earned nor utilized any foreignexchange during the year under review.
LISTING OF SHARES
The shares of the Company are listed with BSE Ltd. Mumbai Jaipur Stock Exchange Ltd.Jaipur and Delhi Stock Exchange Assn.Ltd. Delhi. Jaipur and Delhi Stock Exchanges havebeen derecognized by SEBI. Stock Exchange Regulations are complied with from time to time.Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012 for CDSL andNSDL
REGISTRARS AND SHARE TRANSFER AGENT
M/s.Link Intime India Pvt.Ltd. 44 Community Centre 2nd Floor Naraina IndustrialArea Phase-I Near PVR Naraina New Delhi 110028 continue to be Companys Registrarand Share Transfer Agents. All Members are requested to contact them for any kind of sharerelated matters.
IMPLEMENTATION OF THE CORPORATE GOVERNANCE
A detailed report on Corporate Governanace is annexed hereto and forms an integral partof this Report. As per Clause 49 of the Listing Agreement the Company has constituted thefollowing committees:-
CONSTITUTION OF VARIOUS COMMITTEES
Various Committees of the Board have been constituted so as to comply with the latestRegulations. Mr E.D.M.Menon Compliance Officer functions as the Secretary of allCommittees.
Stake Holders Grievances Committee
Shri Radesh Rangarajan Director continues as Chairman and Shri V.Shankar continues asMember of Stake Holders Grievances Committee. Meeting of Stakeholders GrienvancesCommittee are being held at regular intervals to sort out all kinds of grievances of stakeholders.
Shri Nirmal Kumar Dash is the Chairman and Shri V.Shankar continues as Member. TheCommittee will hold meeting as and when required to review the remuneration of Directorsand Executive.
Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash is theMember of the Audit Committee. The duties responsibilities and powers of the committeehave been defined by the Board at the time of its constitution in accordance with thelisting guidelines. A separate report on corporate governance forms part of this AnnualReport.
PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Company has no woman employee as of now as the company is on the look out for newprojects. The company will have adequate mechanism as laid down under the Rules forprevention and prohibition of sexual harassment of women as and when it employs women.
MANAGEMENTS DISCUSSION AND ANALYSIS
Managements discussion and analysis in compliance with Clause 49 of the ListingAgreement is attached and forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that while preparing the Annual Financial statements the Company has adhered tothe following:-
1. In the preparation of the said financial statements the company has followed theapplicable standards referred to in Section 133 of the Companies Act 2013.
2. The Company has followed the said Accounting Standards and has been applying themconsistently and has made judgment and estimates that are reasonable prudent and are inthe interest of the companys business so as to give a true and fair view of thestate of affairs of the company as at 31st March 2016 and the Profit/Loss of the Companyfor the said period.
3. The Directors have taken proper and sufficient care 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.
4. The Directors have prepared the financial statements on a going concern basis.
5. The Directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
| ||By Order of the Board of Directors || |
| ||Sd/- ||Sd/- |
|Place: Chennai ||Radesh Rangarajan ||Pavan Kumar Matli |
|Date: 10th August 2016 ||Director ||Whole Time Director |
ANNEXURE A TO THE DIRECTORS REPORT
The Company has no subsidiary company/joint venture company/associate company andtherefore no information is required to be provided in this section.