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 2017.
The summarized financial results for the year ended 31st March 2017 are as follows:-
| || ||Rupees in Lacs |
| ||2016-17 ||2015-16 |
|Total Income ||36.44 ||65.26 |
|Profit before Interest & Depreciation ||(-)4.87 ||(-)3.03 |
|Interest: ||- ||- |
|Depreciation: ||0.01 ||0.01 |
| ||(-) 0.01 ||(-) 0.01 |
|Profit before tax ||(-)4.88 ||(-)3.04 |
|Less: Tax Expenses ||- ||- |
|Profit for the Year ||(-)4.88 ||(-)3.04 |
|TDS receivables (-) adjusted against P&L A/c ||- ||(-) 0.03 |
|Balance Loss (-) brought forward from previous year ||(-) 210.68 ||(-) 207.61 |
|Balance carried to Balance Sheet (Loss) ||(-) 215.56 ||(-) 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 Materials business as anew area. The new management has the expertise and experience to run this type ofbusiness. In order to enable the Company to undertake businesses as above it is proposedto amend the Main Objects Clause of the Memorandum of Association by adding the newobjects.
Your Company will comply with the provisions of the Companies' Act 2013 and directionsof the stock exchanges/SEBI/other Government authorities in connection with the alterationof the Objects clause of the Memorandum of Association.
Radesh Rangarajan Director retires by rotation and is eligible for re-election. Thereis no other change in directorship.
During the Financial Year ended 31.3.2017 Board Meetings held on 11.4.16 25.5.1618.7.16 10.8.16 28.9.16 9.11.16 25.1.17 and 8.2.17
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.
Audit Committee met on 11.4.16 25.5.16 18.7.16 10.8.16 28.9.16 9.11.16 and08.2.17. Stake holders Grievances Committee met on 11.4.16 25.5.16 18.7.16 10.8.1628.9.16 6.10.16 and 6.1.17. Nomination and Remuneration Committee met on 11.4.16 and18.7.16. Share Transfer Committee met on 31.5.16 17.8.16 19.10.16 and 30.1.17.
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.
Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash continuesas Member. Audit Committee met seven times during the Financial Year on 11.4.16 25.5.1618.7.16 10.8.16 28.9.16 9.11.16 and 08.2.17. Shri EDM Menon Company Secretary isSecretary to the Committee.
The role and duties of the audit committee have been defined by the Board of directorsand generally cover the areas mentioned under Clause 49 of the Listing Agreement besidesother terms as may be referred to the Committee by the Board of Directors from time totime.
STAKEHOLDERS GRIEVANCES COMMITTEE
Shri Radesh Rangarajan Director continues as Chairman and Shri V.Shankar Directorcontinues as Member of the Committee. Stakeholders Grienvances Committee met seven timesduring the Financial Year on 11.4.16 25.5.16 18.7.16 10.8.16. 28.9.16 6.10.16 and6.1.17.
Shri EDM Menon Company Secretary is the compliance officer. The Company has attendedto all valid requests for transfer received during the year ended 31st March 2017 and nosuch transfer is pending.
NOMINATION & REMUERATION COMMITTEE
Shri Nirmal Kumar Dash continues as the Chairman and Shri V.Shankar continues asMember. The Committee met twice during the Financial Year on 11.4.16 and 18.7.16 to reviewthe remuneration of Directors Executive and others.
SHARE TRANSFER COMMITTEE
Shri Radesh Rangarajan continues as Chairman and and Shri Pavan Kumar Matli Whole TimeDirector continues as Member of the Committee. Share Transfer Committee met four timesduring the Financial Year on 31.5.16 17.8.16 19.10.16 and 30.1.17. All validtransfers/transmissions have been attended to and no transfer is pending as on 31st March2017.
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. Company's 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 were appointed asStatutory Auditors of the company for a period of three years from the conclusion of the25th AGM until the conclusion of the 27th Annual General Meeting to be held in Sept.2017. M/s Prasan & Associates are entitled for a term of five years and therefore theBoard intends to recommend their appointment for a further period of two years subject toratification in the 28th Annual General Meeting to be held in September 2018.
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 2017. The Secretarial Audit Report in thePrescribed Form No.MR 3 dated 10th August 2017 is annexed as Annexure C'.
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. He continues asChief Financial Officer. Mr.Nandhivarman is experienced and adequately qualified to lookafter the financial affairs of the Company.
To comply with the Rules M/s.PandA Knowledge Services Management Consultants Chennaiwere appointed an Internal Auditors of the Company for the Financial Year 2016-17. Theyhave expressed their inability to continue as Internal Auditors of the Company for theFinancial Year 2017-18. Therefore the Audit Committee has decided to consider Mr.A.VijayaSujanakar a person with extensive experience in Accounting Taxation and Internal Auditmatters as Internal Auditor. Hence Mr.Vijaya Sujanakar having his office at 23/32Narayanasamy 2nd Street West Saidapet Chennai - 600 015 has been appointed as anInternal Auditor of the company in the Board meeting held on 10th August 2017 for theFinancial Year 2017-18.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are to be furnished pursuant to Section197(12) of the Companies'Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration 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 have been derecognized by SEBI. StockExchange Regulations are complied with from time to time. Demat facilities are availablewith NSDL and CDSL. INE Number is INE709D01012 for CDSL and NSDL
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 Company's Registrar andShare 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.
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's 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 company's business so as to give a true and fair view of the state ofaffairs of the company as at 31st March 2017 and the Profit/Loss of the Company for thesaid 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 2017 ||Director |
| ||Whole Time Director |